the Corporation and Employee Uses in BENEFIT Clause

BENEFIT from Amended and Restated Executive Employment

This SECOND AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (the Agreement), is entered into as of August 21, 2007 by and between Icagen, Inc. (the Company), with offices located at 4222 Emperor Boulevard, Suite 350, Durham, North Carolina 27703, and Richard D. Katz (Executive), whose address is 209 Sierra Drive, Chapel Hill, North Carolina, 27514.

BENEFIT. This Agreement shall be binding upon and shall inure to the benefit of each of the parties hereto, and to their respective heirs, representatives, successors and permitted assigns. This Agreement shall be binding upon the Corporation and upon any successor corporation. Employee may not assign any of his/her rights or delegate any of his/her duties under this Agreement.

BENEFIT from Amended and Restated Executive Employment

This AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (the Agreement), is entered into as of February 1, 2006 (the Effective Date) by and between Icagen, Inc. (the Company), with offices located at 4222 Emperor Boulevard, Suite 350, Durham, North Carolina 27703, and Richard D. Katz (Executive), whose address is 209 Sierra Drive, Chapel Hill, North Carolina, 27514.

BENEFIT. This Agreement shall be binding upon and shall inure to the benefit of each of the parties hereto, and to their respective heirs, representatives, successors and permitted assigns. This Agreement shall be binding upon the Corporation and upon any successor corporation. Employee may not assign any of his/her rights or delegate any of his/her duties under this Agreement.

BENEFIT from Amended and Restated Executive Employment

This AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (the Agreement), is entered into as of February 1, 2006 by and between Icagen, Inc. (the Company), with offices located at 4222 Emperor Boulevard, Suite 350, Durham, North Carolina 27703, and P. Kay Wagoner, Ph.D. (Executive), whose address is 1001 Monterey Valley, Chapel Hill, NC 27516.

BENEFIT. This Agreement shall be binding upon and shall inure to the benefit of each of the parties hereto, and to their respective heirs, representatives, successors and permitted assigns. This Agreement shall be binding upon the Corporation and upon any successor corporation. Employee may not assign any of his/her rights or delegate any of his/her duties under this Agreement.

BENEFIT from Executive Employment Agreement

This EXECUTIVE EMPLOYMENT AGREEMENT (the Agreement), is entered into as of February 1, 2006 (the Effective Date) by and between Icagen, Inc. (the Company), with offices located at 4222 Emperor Boulevard, Suite 350, Durham, North Carolina 27703, and Edward P. Gray (Executive), whose address is 201 Tynemouth Drive, Cary, North Carolina, 27513.

BENEFIT. This Agreement shall be binding upon and shall inure to the benefit of each of the parties hereto, and to their respective heirs, representatives, successors and permitted assigns. This Agreement shall be binding upon the Corporation and upon any successor corporation. Employee may not assign any of his/her rights or delegate any of his/her duties under this Agreement.

Benefit from Employment Agreement Between

WHEREAS, the Board of Directors of the Corporation has appointed Employee its President and Chief Executive Officer, effective June 1, 2005;

Benefit. Except as otherwise expressly provided herein, this Agreement shall inure to the benefit of and be binding upon the Corporation, its successors and assigns, and upon Employee, his spouse, heirs, executors and administrators. The Corporation shall require any successor (whether direct or indirect, by purchase, merger, reorganization, consolidation, acquisition of property or stock, liquidation or otherwise) to all or substantially all of its assets, by agreement in form and substance reasonably satisfactory to Employee, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Corporation would be required to perform this Agreement if no such succession had taken place. Regardless of whether such an agreement is executed, this Agreement shall be binding upon any successor of the Corporation, and such successor shall be deemed the Corporation for purposes of this Agreement.

Benefit from Employment Agreement Between

WHEREAS, the Corporation and Employee are parties to an employment agreement dated as of July 1, 2003, which terminates on June 30, 2004 (the Existing Agreement);

Benefit. Except as otherwise expressly provided herein, this Agreement shall inure to the benefit of and be binding upon the Corporation, its successors and assigns, and upon Employee, his spouse, heirs, executors and administrators. The Corporation shall require any successor (whether direct or indirect, by purchase, merger, reorganization, consolidation, acquisition of property or stock, liquidation or otherwise) to all or a substantial portion of its assets, by agreement in form and substance reasonably satisfactory to Employee, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Corporation would be required to perform this Agreement if no such succession had taken place. Regardless of whether such an agreement is executed, this Agreement shall be binding upon any successor of the Corporation, and such successor shall be deemed the Corporation for purposes of this Agreement.

Benefit from Employment Agreement Between

WHEREAS, the Corporation and Employee are parties to an employment agreement dated as of February 23, 2000, which as extended terminates on June 30, 2004 (the Existing Agreement);

Benefit. Except as otherwise expressly provided herein, this Agreement shall inure to the benefit of and be binding upon the Corporation, its successors and assigns, and upon Employee, his spouse, heirs, executors and administrators. The Corporation shall require any successor (whether direct or indirect, by purchase, merger, reorganization, consolidation, acquisition of property or stock, liquidation or otherwise) to all or a substantial portion of its assets, by agreement in form and substance reasonably satisfactory to Employee, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Corporation would be required to perform this Agreement if no such succession had taken place. Regardless of whether such an agreement is executed, this Agreement shall be binding upon any successor of the Corporation, and such successor shall be deemed the Corporation for purposes of this Agreement.

BENEFIT from Executive Employment Agreement

This EXECUTIVE EMPLOYMENT AGREEMENT (the Agreement), is entered into as of May 14, 2004 by and between Icagen, Inc. (the Company), with offices located at 4222 Emperor Boulevard, Suite 350, Durham, North Carolina 27703, and Richard D. Katz, M.D. (Executive), whose address is 209 Sierra Drive, Chapel Hill, NC 27514.

BENEFIT. This Agreement shall be binding upon and shall inure to the benefit of each of the parties hereto, and to their respective heirs, representatives, successors and permitted assigns. This Agreement shall be binding upon the Corporation and upon any successor corporation. Employee may not assign any of his/her rights or delegate any of his/her duties under this Agreement.

BENEFIT from Executive Employment Agreement

This EXECUTIVE EMPLOYMENT AGREEMENT (the Agreement), is entered into as of May 14, 2004 by and between Icagen, Inc. (the Company), with offices located at 4222 Emperor Boulevard, Suite 350, Durham, North Carolina 27703, and P. Kay Wagoner, Ph.D. (Executive), whose address is 1001 Monterey Valley, Chapel Hill, NC 27516.

BENEFIT. This Agreement shall be binding upon and shall inure to the benefit of each of the parties hereto, and to their respective heirs, representatives, successors and permitted assigns. This Agreement shall be binding upon the Corporation and upon any successor corporation. Employee may not assign any of his/her rights or delegate any of his/her duties under this Agreement.

Benefit from Employment Agreement Between

WHEREAS, the Corporation and Employee are parties to an employment agreement dated as of July 1, 2003, which terminates on June 30, 2004 (the Existing Agreement);

Benefit. Except as otherwise expressly provided herein, this Agreement shall inure to the benefit of and be binding upon the Corporation, its successors and assigns, and upon Employee, his spouse, heirs, executors and administrators. The Corporation shall require any successor (whether direct or indirect, by purchase, merger, reorganization, consolidation, acquisition of property or stock, liquidation or otherwise) to all or a substantial portion of its assets, by agreement in form and substance reasonably satisfactory to Employee, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Corporation would be required to perform this Agreement if no such succession had taken place. Regardless of whether such an agreement is executed, this Agreement shall be binding upon any successor of the Corporation, and such successor shall be deemed the Corporation for purposes of this Agreement.