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Employment Agreement - Cytokine Sciences Inc. and Charles Kirkpatrick

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                              EMPLOYMENT AGREEMENT

         THIS AGREEMENT entered into the 2nd day of July, 1996 between CYTOKINE
SCIENCES, INC., a Delaware corporation (the "Corporation") and Charles
Kirkpatrick, M.D. (the "Employee").


         WHEREAS,  the  Corporation  desires to employ the Employee as its
President; and

         WHEREAS,  the Employee desires to accept such employment upon the
terms and conditions set forth herein.

         NOW, THEREFORE, in consideration of the mutual covenants and
obligations hereinafter set forth, the parties hereto agree as follows:

         1. EMPLOYMENT.  The Corporation hereby employs the Employee,  and
the Employee  hereby accepts  employment by the  Corporation as President of the
Corporation and a member of its Board of Directors upon the terms and conditions
set forth  herein.  The Employee  represents  and warrants  that his  employment
agreement with Innovative Therapeutics, Inc. has terminated.

         2. TERM.  The term of this  Agreement  shall  commence on July 2,
1996 (the "Effective Date") and end on the day prior to the third anniversary of
the Effective Date of this Agreement (the "Term of Employment").

         3. DUTIES. The Employee shall perform such duties and services and
shall be allocated such resources, consistent with his position, as may be
assigned to him from time to time by the Board of Directors of the Corporation.
In furtherance of the foregoing, the Employee hereby agrees to perform well and
faithfully such duties and responsibilities.





         (a) Except for vacations, holidays and personal days and absences due
to temporary illness, during the Term of Employment, the Employee shall devote
his full time and energy to the business of the Corporation.

         (b) During the Term of Employment, the Employee shall not be engaged in
any other business activity; provided that Employee may continue as a consultant
to EntreMed, Inc. and continue his teaching responsibilities associated with his
appointment as a member of the faculty of the University of Colorado School of
Medicine. Employee hereby represents that he is not a party to any agreement
which would be an impediment to entering into this Agreement and that he is
permitted to enter into this Agreement and perform the obligations hereunder.


         5.1(a) During the Term of Employment, the Corporation (or at the
Corporation's option, any subsidiary or affiliate thereof) shall pay to the
Employee an annual base salary ("Base Salary") of One Hundred Thirty-Five
Thousand Dollars ($135,000), payable in bi-monthly installments. The Base Salary
shall be reviewed annually and be subject to increase at the option and in the
sole discretion of the Board of Directors of the Corporation.

         (b) During the Term of Employment, the Employee shall be entitled to
such fringe benefits as are made available from time to time to the executives
of the Corporation.

         (c) The Corporation shall reimburse Employee, in accordance with its
practice from time to time for other employees of the Corporation, for all
reasonable and necessary travel expenses, disbursements and other reasonable and
necessary incidental expenses




incurred by him for or on behalf of the Corporation in the performance of his
duties hereunder upon presentation by the Employee to the Corporation of
appropriate vouchers.

         6. INVOLUNTARY TERMINATION. If the Employee dies during the Term of
Employment, his employment hereunder and the Term of Employment shall be deemed
to cease as of the date of his death. In the event the Employee is permanently
disabled in that he cannot perform his duties for a period of ninety (90)
consecutive days as certified by a physician chosen by the Corporation and
reasonably acceptable to Employee, his employment hereunder and the Term of
Employment shall be deemed to cease at the end of the aforesaid ninety (90) day
period. A termination under this Section 6 is hereinafter called an "Involuntary

         7. TERMINATION FOR CAUSE. The Corporation may terminate the employment
of the Employee hereunder and the Term of Employment at any time during the Term
of Employment for "cause" (such termination being hereinafter called a
"Termination For Cause") by giving the Employee notice of such termination, upon
the giving of which such termination shall take effect immediately. For the
purposes of this Section 7, "cause" shall mean (i) the Employee's willful
misconduct with respect to the business and affairs of the Corporation or any
subsidiary or affiliate thereof, which action materially and adversely affects
the business or affairs of the Corporation or any subsidiary or affiliate
thereof, (ii) the Employee fails in any material respect to observe and perform
his obligations and duties hereunder, (iii) the commission by the Employee of an
act involving embezzlement or fraud against the Corporation or commission or
conviction of a felony, or (iv) failure to abide in




some material respect by the Corporation's rules of conduct, terms and
conditions set forth in the Corporation's handbook, as amended from time to

         8. TERMINATION WITHOUT CAUSE. The Corporation may terminate the
employment of the Employee hereunder and the Term of Employment at any time
without "cause" upon thirty (30) days prior written notice (such termination
being hereinafter called a "Termination Without Cause"). Upon a Termination
without Cause during the Term of Employment, Employee shall be entitled to
receive his Base Salary, for six (6) months or until Employee obtains comparable
employment, whichever occurs sooner. In addition, upon a Termination Without
Cause at any time, the Corporation shall continue to pay the Employee's family
medical insurance premiums under the Corporation's medical insurance plan for
six (6) months following such termination or until Employee obtains comparable
employment, whichever occurs sooner.

         9. VOLUNTARY  TERMINATION.  Any  termination of the employment of
the Employee hereunder otherwise then as a result of an Involuntary Termination,
a Termination  For Cause or a Termination  Without Cause shall be deemed to be a
"Voluntary Termination". A Voluntary Termination shall be deemed to be effective
immediately upon such termination.

         (a) Upon the termination of the Employee's employment hereunder
pursuant to a Voluntary Termination, Involuntary Termination or a Termination
For Cause, neither the Employee nor his beneficiary or estate shall have any
further rights or claims against the Corporation under this Agreement except to




                  (i) the unpaid portion of the Base Salary provided for in
         Section 5.1(a), computed on a pro rata basis to the date of
         termination, plus any accrued and unpaid bonus with respect to any
         prior year;

               (ii)  reimbursement for any expenses for which the Employee shall
         not have theretofore been reimbursed as provided in Section 5.1(c);

              (iii) payment of all accrued and unused vacation time; and
               (iv) in the case of an  Involuntary  Termination or a Termination
         Without  Cause,  Employee's  beneficiary  or estate  shall  continue to
         receive any royalties  payable  under  Section 18 hereof.  (b) Upon the
         termination  of  the  Employee's  employment  hereunder  pursuant  to a
         Termination Without Cause,  neither the Employee nor his beneficiary or
         estate shall have any further rights or claims against the  Corporation
         under this Agreement  except to receive a termination  payment equal to
         that provided for in Section  10(a) hereof,  plus the amounts set forth
         in Section 8, if any.

         11.      GENERAL PROVISIONS

         (a) This Agreement and any or all terms hereof may not be changed,
waived, discharged, or terminated orally, but only by way of an instrument in
writing signed by the parties.

         (b) This Agreement shall be governed by and construed in accordance
with the laws of the State of Maryland, without reference to the conflicts of
laws of the State of Maryland or any other jurisdiction.




         (c) If any portion of this Agreement shall be found to be invalid or
contrary to public policy, the same may be modified or stricken by a Court of
competent jurisdiction, to the extent necessary to allow the Court to enforce
such provision in a manner which is as consistent with the original intent of
the provision as possible. The striking or modification by the Court of any
provision shall not have the effect of invalidating the Agreement as a whole.

         (d) The obligations of Sections 8, 10, 11, 12, 13, 14 and 18 shall
survive termination of this Agreement.

promptly disclose, grant and assign ownership to the Corporation for its sole
use and benefit any and all inventions, improvements, information, copyrights
and suggestions (whether patentable or not), which he may develop, acquire,
conceive or reduce to practice while employed by the Corporation (whether or not
during usual working hours), together with all patent applications, letters
patent, copyrights and reissues thereof that may at any time be granted for or
upon any such invention, improvement or information. In connection therewith:

                  (i) The Employee shall without charge, but at the
         expense of the Corporation, promptly at all times hereafter execute and
         deliver such applications, assignments, descriptions and other
         instruments as may be reasonably necessary or proper in the opinion of
         the Corporation to vest title to any such inventions, improvements,
         technical information, patent applications, patents, copyrights or
         reissues thereof in the Corporation and to enable it to obtain and
         maintain the entire right and title thereto throughout the world; and




               (ii) The Employee shall render to the  Corporation at its expense
         (including  reimbursement  to the Employee of reasonable  out-of-pocket
         expenses  incurred by the  Employee  and a  reasonable  payment for the
         Employee's time involved in case he is not then in its employ) all such
         assistance  as  it  may  reasonably   require  in  the  prosecution  of
         applications for said patents,  copyrights or reissues thereof,  in the
         prosecution or defense of interferences which may be declared involving
         any said  applications,  patents or copyrights and in any litigation in
         which the  Corporation  may be involved  relating to any such  patents,
         inventions,  improvements or technical  information.  13. PROTECTION OF
         INFORMATION.  (a) Employee  hereby  covenants  with  Corporation  that,
         throughout  the term of his  employment by  Corporation,  Employee will
         serve  Corporation's best interests loyally and diligently.  Throughout
         the course of employment by Corporation and  thereafter,  Employee will
         not  disclose or provide to any  person,  firm,  corporation  or entity
         (except when authorized by  Corporation)  any  information,  materials,
         biologics or animals which are owned by the  Corporation  or which come
         into the  possession  of the  Corporation  from a third  party under an
         obligation   of   confidentiality,    including   without   limitation,
         information  relating to trade  secrets,  business  methods,  products,
         processes, procedures, development or experimental projects, suppliers,
         customer  lists or the needs of  customers  or  prospective  customers,
         clients,  etc.   (collectively   "Confidential   Information"),   which
         Confidential Information, comes into his possession or knowledge during
         the  Term  of  Employment,  and  he  will  not  use  such  Confidential
         Information for his own purpose or for the purpose of any person, firm,




               corporation or entity, other than the Corporation.

               (b) The  provisions  of  Section  13(a)  shall  not  apply to the
following Confidential Information:

               (i) Confidential  Information  which at the time of disclosure is
         already in the public domain;

               (ii) Confidential  Information which subsequently becomes part of
         the public domain through no fault of the Employee;

               (iii)  Confidential   Information  which  becomes  known  to  the
         Employee   through  a  third  party  who  is  under  no  obligation  of
         confidentiality to the Corporation; and

               (iv)  Confidential  Information which is required to be disclosed
         by law or by judicial or administrative proceedings.

         14. NON-COMPETE. Employee agrees that during the Term of Employment and
for one year after termination or expiration of his Term of Employment he shall
not directly or indirectly be engaged in or assist others in engaging in any
business or activity which is involved in researching, developing or selling
products, processes or services which compete with any significant product,
process or service which Corporation is researching, developing or selling at
the time of such termination whether his involvement shall be as an owner
(except for passive ownership of up to five percent (5%) of the securities of a
company), officer, director, employee, consultant, partner or agent. For
purposes of this provision, products, processes or services which Corporation is
marketing or selling shall be deemed "significant" if sales of such products,
processes or services exceed ten percent (10%) of the Corporation's total sales.




         15.  NOTICES.  Notices and other  communications  hereunder shall be in
writing and shall be delivered  personally or sent by air courier or first class
certified or registered  mail,  return  receipt  requested and postage  prepaid,
addressed as follows unless the party specifies a new address in writing:

If to the Employee:      Charles Kirkpatrick, M.D.
                         295 Leyden Street
                         Denver, CO 80220

If to the Corporation:   Cytokine Sciences, Inc.
                         c/o EntreMed, Inc.
                         9610 Medical Center Drive
                         Rockville, MD 20850
                         Attention: President

All notices and other communications given to any party hereto in accordance
with the provisions of this Agreement shall be deemed to have been given on the
date of delivery if personally delivered; on the business day after the date
when sent if sent by air courier; and on the third business day after the date
when sent if sent by mail, in each case addressed to such party as provided in
this Section or in accordance with the latest unrevoked direction from such

         16. HEADINGS.  The section headings contained in this Agreement are for
reference  purposes  only  and  shall  not  affect  in any  way the  meaning  or
interpretation of this Agreement.

         17.  ASSIGNMENT.  This  Agreement  is  personal  in its  nature and the
parties hereto shall not,  without the consent of the other,  assign or transfer
this Agreement or any rights or obligations hereunder;  provided,  however, that
the  provisions  hereof  shall inure to the benefit of, and be binding upon each
successor of the Corporation, whether by merger,




consolidation,   transfer  of  all  or  substantially  all  assets,  or
otherwise and the heirs and legal representatives of the Employee.

         18. ADDITIONAL CONSIDERATION. As further consideration for this
Agreement, the Corporation agrees to pay to the Employee a royalty of one
quarter of one percent (.25%) of Net Sales of products sold by the Corporation
and based on or derived from a method to treat disease by stimulating cellular
immunity ("Products"), which technology has been transferred to the Corporation
by Innovative Therapeutics, Inc. ("ITI") by a separate agreement of even date
herewith (the "Transferred Technology"). For purposes of this provision Net
Sales shall mean the total amount received from the sale of Products by the
Corporation or its affiliates or sublicensees less transportation charges and
insurance, sales taxes, use taxes, excise taxes, value added taxes, customs
duties or other imposts, normal and customary quantity and cash discounts,
rebates granted and disallowed reimbursements and allowances and credit on
account of rejection or return of Products. Such royalties will be paid from
first commercial sale of the first Product subject to royalty herein so long as
such Product is covered by a valid claim of an issued patent of the Corporation
in the country where sold.

         19. OPTION. In addition in the event the Corporation determines to
totally abandon its interest in the Transferred Technology, the Employee is
hereby granted an exclusive option to exclusively license such Transferred
Technology from the Corporation for a payment to the Corporation of two hundred
fifty thousand dollars ($250,000) and payment to the Corporation of royalties
equivalent to the royalties to the Employee described in Paragraph 18 above.
Such option may only be exercised by written notice from the Employee to the
Corporation within sixty (60) days of the Corporation notifying the




Employee of its total abandonment of the Transferred  Technology or the
expiration of the six (6) month period set forth below, whichever is earlier. If
such option is not so exercised  within said period,  the option shall lapse and
terminate. If such option is exercised,  the Employee shall have sixty (60) days
from the date such option is exercised to close, including,  without limitation,
to pay the $250,000 sum described  above.  If the closing shall not occur within
said  period,  the exercise of the option shall be void and of no effect and the
option shall lapse and terminate. For purposes of this provision the Corporation
will be  deemed  to have  totally  abandoned  its  interest  in the  Transferred
Technology at such time as it has made a good faith  scientific  judgment that a
commercial  product cannot be developed from such  technology  and/or it has not
conducted any research or development  activities  with respect to any aspect of
the  technology  for at least six (6) months,  including but not limited to, the
failure to fund such activities for at least six (6) months.

         IN WITNESS WHEREOF, the parties have duly executed this Agreement as of
the date first above written.

         Corporation:                CYTOKINE SCIENCES, INC.

                                     By: /s/ Dr. John Holaday, President
                                         Dr. John Holaday, President

         Employee:                       /s/ Charles Kirkpatrick, M.D.
                                            Charles Kirkpatrick, M.D.