DEPARTMENT OF THE ARMY U.S. ARMY RESEARCH, DEVELOPMENT AND ENGINEERING COMMAND ACQUISITION CENTER

Exhibit 10.68

[stamp:] May 8, 2008

AMSRD-ACC-R  70-1t

Subject: Contract No. W911NF-08-C-0044 (Proposal 54590-CH-CB1)

Bio Protection Systems Corporation

Attn: Mr. Carl Langren

2901 S. Loop Drive

Suite 3360

Ames, IA 50010-8646

Dear Mr. Langren:

Enclosed for your retention is a signed copy of the subject contract.

All correspondence pertaining to the scientific and technical aspects of the contract should be directed to the Government technical monitor specified in the contract.  Other correspondence should be directed to Mr. Leroy R. Hardy at ###-###-#### or by email @leroy.r.hardy@us.army. mil.

Enclosure

SECTION B - Supplies or Services and Prices

CLIN 0001 (Firm Fixed Price)

B.1.         This is a Fixed Price Contract.

B.2.         Line Item Description.  In accordance with the terms and conditions of this contract, the Contractor, independently and not as an agent of the Government, shall provide all necessary materials, labor, equipment, and facilities, except as specified herein to be furnished by the Government, and shall do all that which is necessary or incident to the satisfactory and timely performance of Contract Line Item Number(s).

2

3

4

SECTION C - Descriptions and Specifications

C.1.         Proposed Effort.  The FY 08 Small Business Innovative Research (SBIR) Program Phase I proposal C081-105-0080, titled “Multiple Indication Adjuvants”, sets forth the research to be performed under this contract and is incorporated by reference into the subject contract.  The work to be performed under this contract will be in accordance with the Contractor’s proposal and modifications to the contract, if any.

C.2.         Principle Investigator.  The Principle Investigator for this contract is Dr. Ramon Flick. Changes to the PI require prior approval and a modification to the contract.

5

SECTION D - Packaging and Marking

D.1.         Packaging (preservation and packing) and marking of deliverable items called for under this contract shall be in accordance with Contractor’s best commercial practice to insure safe arrival at destination.

6

SECTION E - Inspection and Acceptance

Supplies/services will be inspected/accepted at:

THE FOLLOWING CONTRACT CLAUSE IS PERTINENT TO THIS SECTION AND HEREBY INCORPORATED BY REFERENCE:

E.1.          The contractor will submit all scientific reports to the office specified in Section F.2. of the contract for inspection and acceptance.  Reports shall he prepared in accordance with the SBIR Program Solicitation and in accordance with Sections F.2 of this contract.

7

SECTION F - Deliveries or Performance

NOTICE: THE FOLLOWING CONTRACT CLAUSES PERTINENT TO THIS SECTION ARE HEREBY INCORPORATED BY REFERENCE:

F.1.                             Period Of Performance:  The research called for by this contract shall be performed during the six month period of performance from the effective date shown in block 3 of the Standard Form 26 or contract cover page.

F.2.                             Delivery of Data:  Reports called for by this contract must be delivered as follows:

(a)                                  Monthly Status Reports — The reports will be submitted on a monthly basis and will be submitted electronically in PDF format to the following e-mail address: ***@***.  Hard copies will be accepted if electronic submission is not possible.  If hard copies are sent, send 2 copies of the Monthly Status Report to the appropriate address below. Reports will identify (1) the name of the contractor, (2) the contract number, (3) the Contract Line Item Number (CLIN) being billed against and (4) the period of performance.

(b)                                 Final Technical Report - A Final Technical Report (FTR) shall be submitted electronically in PDF format to the following e-mail address: http://www.arl.army.mil/main/main/default.cfm?Action=29&Page=218.  Hard copies will be accepted if electronic submission is not possible.  If hard copies are sent, send 2 copies to the appropriate address shown above.

8

The FTR report will be delivered within 30 calendar days after the expiration of the Performance Period (F.1 ) or any extensions thereto. Administrative costs are permitted for the development of this report, but total payment not-to-exceed the total negotiated contract line item amount. The report shall include a completed SF298, “Report Documentation Page” as the first page, identifying the purpose of the work, a brief description of the work, the findings or results, and potential applications of the effort. The SF298 may be published by DoD, and therefore must not contain proprietary or classified information. The balance of the report should indicate in detail the project objectives; work carried out, and results obtained. In completing the SF 298, the following issues need to be addressed:

(1) Block 12a (Distribution/Availability Statement) of the SF 298 in each unclassified final report must contain the following statements (see www.aro.army.mil/forms):

·                                          Distribution authorized to U.S. Government Agencies only; contains proprietary information.

(2) Block 13 (Abstract) of the SF 298 must include as the first sentence, “Report developed under SBIR contract W911NF-08-C-0044” for topic “CBD08-105”.  The abstract must identify the purpose of the work, a brief description of the work performed, results achieved and potential applications of the effort. Since the DoD will publish the abstract, it must not contain proprietary or classified data.

(3) Block 14 (Subject Terms) of the SF298 must include the term “SBIR Report.”

(4)                                  DD Form 882, Report of Inventions and Subcontracts. Submit two copies with the Final Technical Report.

Note:  The final payment is subject to an approved Final Technical Report.  The U.S. Army Research Office has the responsibility to submit a copy of the Final Technical Report to the Defense Technical Information Center (DTIC).

9

SECTION G - Contract Administration Data

ACCOUNTING AND APPROPRIATION DATA

AA: 97 0809 0400 2601 018129 8 6N 6N7C 60605502BPM 255Y 8PM54590CHSAPM 8XSAPM 018129

AMOUNT: $69,990.00

CIN 54590CHCBD081410001AA: $11,660.00

CIN 54590CHCBD081410001AB: $11,666.00

CIN 54590CHCBD081410001AC: $11,666.00

CIN 54590CHCBD081410001AD: $11,666.00

CIN 54590CHCBD081410001AE: $11,666.00

CIN 54590CHCBD081410001AF: $11,666.00

Note:

1.               Final payment should be made upon receipt of the approved Final Technical Report.

2.               Contractor costs incurred after the period of performance for the preparation and shipping of the Final Technical Report are allowable if within the contract ceiling amount.

G.1.                          Contract Administration. Personnel assigned to the office shown in Block #5 of Standard Form 26, Contract Cover Page, will administer this contract.

G.2.                          Contracting Officer’s Technical Representative (COR).

Dr. Jennifer Becker
US Army Research Office
P.O. Box 12211
Research Triangle Park, NC ###-###-####
Voice: (919) 549-4224
FAX: (919) 549-4310

G.3.                          Defense Contract Audit Agency (DCAA)

Minneapolis Branch Office — 03541
250 Marquette Avenue
Suite 525
Minneapolis, MN 55401
Phone No: 612 ###-###-####
Fax No: 612 ###-###-####
E-mail: ***@***

G.4.                          Payment Information and Inquiries.

a)                                      This manual process shall only be used temporary until be the Army is fully operational on the WAWF system.  Once the WAWF system is functional Mr. Bill Bratton will notify all contractors.

b)                                     The contractor shall submit its payment invoices electronically (preferably with monthly report) to ***@*** or ***@***.  If this is not possible, you may fax the invoice only to ###-###-#### to “Attention Mr. Bill Bratton”.

10

c)                                      The contractor shall include the following information on all vouchers:

1.                                       The Contractor shall identify on all vouchers:  Name and Address of the Contractor.

2.                                       Invoice Date (The contractor is encouraged to date invoices as close as possible to the date of the mailing or transmission).

3.                                       Contract Number

4.                                       Description of services performed.

5.                                       Name (where applicable), title, telephone number, and mailing address of person to be notified in the event of a defective invoice.

6.                                       Any other pertinent information or documentation required by the contract (verification that a monthly report was submitted).

7.                                       Invoice #

8.                                       Cage Code

d)                                     The ARO Invoice Processing personnel will then obtain the appropriate signatures on the certification form for payments and send them BY FAX to the cognizant DFAS payment office. DFAS customer service is ###-###-####.  The DFAS payment office is identified on the face of the SF26.

Note:  All invoices must identify the CLIN and sub-CLIN under which payment is being requested. INVOICES, WHICH DO NOT IDENTIFY THE PROPER CLIN(S), WILL BE REJECTED BY THE PAYMENT OFFICE AS IMPROPER.  If DFAS discovers one or more errors in the invoice, it will note the errors on the invoice and fax it to the contractor for revision or execution of required certifications.  The contractor may then revise the invoice and fax it back to DFAS for continued processing.  The contractor should contact DFAS to verify receipt of the fax.  This process is estimated to take thirty days or more.

11

SECTION H - Special Contract Requirements

H.1.                           Release of Information and Acknowledgment of Sponsorship

a.               Neither the contractor nor any of his employees shall release or publish any news related to this contract without providing a copy to the Contracting Officer Representative (CORI/COTR).

b.              The contractor agrees that in the release of information relating to this contract, such release shall include a statement to the effect that the project or effort depicted was or is sponsored by the U.S. Army Research Office, and that the content of the information does not necessarily reflect the position or the policy of the Government, and no official endorsement should be inferred.

c.               For the purpose of this provision, “information” includes news releases, articles, manuscripts, brochures, advertisements, still and motion pictures, speeches, trade association proceedings, symposia, etc.

d.              The contractor further agrees to include this provision in any subcontract awarded as a result of this contract.

H.2.                           Research Responsibility

a.               The contractor shall bear responsibility for the conduct of the research specified in the contractor’s proposal identified in the contract. The contractor will exercise judgment in obtaining the stated research objectives within the limits of the terms and conditions of the contract; provided, however, that the contractor will obtain the contracting officer’s (CO) approval to change the Statement of Work. Consistent with the foregoing the contractor shall conduct the work as set forth in his proposal and accepted by the contract award.

b.              The Contractor shall notify the CO if the principal investigator plans to devote less effort to the project than specified in the proposal and, prior to a change in the PI, the Contractor shall notify the CO and request approval of a replacement.

H.3.                           Section K - Representations and Certifications

Section K — Representations and Certifications, and Other Statement of Offerors, as completed by the Contractor in relation to this contract, is hereby incorporated by reference.

H.4.                           Option

This contract is renewable, at the option of the Government and may be exercised at any time prior to the end of the time of performance cited in Section F. Should the Government exercise this option, written notification will be provided to the contractor by modification to this contract signed by the Contracting Officer.

12

H.5.                           Contractor Manpower Reporting

The Office of the Assistant Secretary of the Army (Manpower & Reserve Affairs) operates and maintains a secure Army data collection site where the contractor will report ALL contractor manpower (including subcontractor manpower) required for performance of this contract. The contractor is required to completely fill in all the information in the format using the following web address: https://contractormanpower.army.pentagon.mil.

The required information includes the following:

1.               Contracting Office, Contracting Officer, Contracting Officer’s Technical Representative;

2.               Contract number, including task and delivery order number;

3.               Beginning and ending dates covered by reporting period;

4.               Contractor name, address, phone number, e-mail address, identity of contractor employee entering data;

5.               Estimated direct labor hours (including sub-contractors);

6.               Estimated direct labor dollars paid this reporting period (including sub-contractors);

7.               Total payments (including sub-contractors);

8.               Predominant Federal Service Code (FSC) reflecting services provided by contractor (and separate predominant FSC for each sub-contractor if different);

9.               Estimated data collection cost;

10.         Organizational title associated with the Unit Identification Code (UIC) for the Army Requiring Activity (the Army Requiring Activity is responsible for providing the contractor with its UIC for the purposes of reporting this information);

11.         Locations where contractor and sub-contractors perform the work (specified by zip code in the United States and nearest city, country, when in an overseas location, using standardized nomenclature provided on website);

12.         Presence of deployment or contingency contract language;
Number of contractor and sub-contractor employees deployed in theater this reporting period (by country).  As part of its submission, the contractor will also provide the estimated total cost (if any) incurred to comply with this reporting requirement.  Reporting period will be the period of performance not to exceed 12 months ending 30 September of each government fiscal year and must be reported by 31 October of each calendar year.  Contractors may use a direct XML data transfer to the database server or fill in the fields on the website.  The XML direct transfer is a format for transferring files from a contractor’s systems to the secure web site without the need for separate data entries for each required data element at the web site.  The specific formats for the XML direct transfer may be downloaded from the web site.

13

SECTION I - Contract Clauses

CLIN 0001 (Firm, Fixed Price)

FEDERAL ACQUISITION REGULATION (48 CFR CHAPTER 1) CLAUSES

FAR 52.252-2 Clauses Incorporated by Reference (FEB 1998)

This contract incorporates one or more clauses by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available. Also, the full text of a clause may be accessed electronically at this/these address(es): http://arlinside.arl.mil/offices/procure/library.htm or http://farsite.hill.af. mil/VFFARa.htm

14

(a)          The Contractor shall make the following notifications in writing:

(1)  When the Contractor becomes aware that a change in its ownership has occurred, or is certain to occur, that could result in changes in the valuation of its capitalized assets in the accounting records, the Contractor shall notify the Administrative Contracting Officer (ACO) within 30 days.

(2)  The Contractor shall also notify the ACO within 30 days whenever changes to asset valuations or any other cost changes have occurred or are certain to occur as a result of a change in ownership.

(b)         The Contractor shall —

(1)  Maintain current, accurate, and complete inventory records of assets and their costs;

(2)  Provide the ACO or designated representative ready access to the records upon request;

(3)  Ensure that all individual and grouped assets, their capitalized values, accumulated depreciation or amortization, and remaining useful lives are identified accurately before and after each of the Contractor’s ownership changes; and

(4)  Retain and continue to maintain depreciation and amortization schedules based on the asset records maintained before each Contractor ownership change.

(c)          The Contractor shall include the substance of this clause in all subcontracts under this contract that meet the applicability requirement of FAR 15.408(k).

15

I.2.  DEFENSE ACQUISITION REGULATION SUPPLEMENT (48 CFR CHAPTER 2) CLAUSES:

16