EXHIBIT 10.22 CONFIDENTIAL CHANTAL PHARMACEUTICAL CORPORATION TERMS OF EMPLOYMENT JOSEPH DEKAMA Position: Executive Vice President: Chantal Pharmaceutical Corporation President: Chantal Skin Care Corporation Duties and responsibilities as mutually agreed upon in Business Plan of this even date. Report to Chairman of the Board, Vice Chairman of the Board or Chief Executive Officer Term: One year Year two: EPS $1.00 at June 30, 1998 Year three: EPS $1.50 at June 30, 1999 Salary: $240,000 per annum Additional Bonuses: One and one-half percent (1-1/2%) of North America Chantal Skin Care product revenues (net returns) provided that expenditures are in accordance with agreed upon Business Plan of this even date Quarterly bonus of $50,000 conditioned upon the following quarterly North American Chantal Skin Care products revenues (net returns) in accordance with agreed upon Business Plan of this even date . Q1 September 30, 1997 $ 6mm . Q2 December 31, 1997 $ 9mm . Q3 March 31, 1998 $12mm . Q4 June 30, 1998 $20mm Subsequent years to be negotiated based on future Business Plans Options: 500,000 shares vesting and exercisable as follows: Amount Vesting Price ------ ------- ----- 50,000 on signing fmv grant date 50,000 at Jan. 1, 1998 fmv grant date 100,000 EPS $.50 at $2.00 June 30, 1998 100,000 EPS $1.00 at $5.00 Dec. 31, 1998* 100,000 EPS $1.75 at $5.00 Jan. 30, 1999 100,000 EPS $2.00 at $5.00 Dec. 31, 1999* ------------- * earnings for 6 months at stated rate Accelerated vesting of outstanding options if employment terminated in event of acquisition or merger or significant change of management with the exercise prices as hereinabove recited. Vesting: must be employed at time of vesting event. Registration Rights: Piggy-back registration or registration by the Company for selling shareholders TERMINATION: Should employee not continue in the employ of the Company upon acquisition or merger or significant change of management, severance 2X annual comp (base salary) with car paid fully, due and payable within ten (10) days of event occurrence BENEFITS: Standard for Company and position, as expanded from time to time OTHER: Luxury car lease. (maximum: $600 per month) AGREED UPON AS THE 6th DAY OF JUNE, 1997. /s/ Chantal Burnison, CEO _____________________________ Chantal Burnison, CEO /s/ Joseph DeKama _____________________________ Joseph DeKama 2