Exhibit 10.26  AMENDED AND RESTATED EXECUTIVE EMPLOYMENT
AGREEMENT  This AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (the Agreement)
dated as of December 10, 2007 is made and entered into by and between
Callisto Pharmaceuticals, Inc., a company incorporated under the laws of the
state of Delaware (the Company), and Bernard Denoyer, an individual
(the Executive).  WITNESSETH:  The Company desires to employ the Executive, and the Executive wishes
to accept such employment with the Company, upon the terms and conditions set
forth in this Agreement.  This Agreement hereby amends and restates in its entirety the Executive
Employment Agreement dated January 15, 2004, as amended October 19, 2005;
between the Company and the Executive.  In consideration of the mutual promises and agreements set forth herein
and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto, intending to be legally bound,
agree as follows:  1.Employment.  The Company hereby agrees to employ
Executive, and Executive hereby accepts such employment and agrees to perform
Executives duties and responsibilities in accordance with the terms and
conditions hereinafter set forth.  1.1Duties
and Responsibilities. Executive shall serve as Senior Vice President,
Finance.  During the Employment Term (as
defined below), Executive shall perform all duties and accept all
responsibilities incident to such position and other appropriate duties as may
be assigned to Executive by the Companys Chief Executive Officer from time to
time. The Company shall retain full direction and control of the manner, means
and methods by which Executive performs the services for which he is employed
hereunder and of the place or places at which such services shall be
rendered.  The Executive also agrees that
he will sign various federal and state securities filings as the Companys
principal accounting officer.  The
Executive acknowledges that the Company is headquartered in New York, New York,
that the Companys normal business hours are 9:00 a.m. to 5:30 p.m.
Monday to Friday and that he is expected to be present in the Companys New
York offices four (4) days per week, unless Executive is on approved
business travel or vacation.  1.2Employment
Term.  The term of Executives
employment under this Agreement shall commence as of December 1, 2007 (the
Effective Date) and shall continue for 12 months, unless earlier
terminated in accordance with Section 4 hereof.  The term of Executives employment shall be
automatically renewed for successive one (1) year periods until the
Executive or the Company delivers to the other party a written notice of their
intent not to renew the Employment Term, such written notice to be delivered
at least sixty (60) days prior to the expiration of the then-effective Employment
Term as that term is defined below.  The
period commencing as of the Effective Date and ending 12 months thereafter or
such later date to


which the term of Executives employment under the Agreement shall have
been extended by mutual written agreement is referred to herein as the Employment
Term.  1.3Extent
of Service.  During the Employment
Term, Executive agrees to use Executives best efforts to carry out the duties
and responsibilities under Section 1.1 hereof and, subject to Section 1.1,
to devote substantially all Executives business time, attention and energy
thereto.  Executive further agrees not to
work either on a part-time or independent contracting basis as a financial
consultant for any other business or enterprise during the Employment Term
without the prior written consent of the Companys Board of Directors (the Board),
which consent shall not be unreasonably withheld.  Executive may serve as a Director on up to
two Boards without prior approval.  1.4Base
Salary.  The Company shall pay
Executive a base salary (the Base Salary) at the annual rate of $162,000
(U.S.), payable at such times as the Company customarily pays its other senior
level executives (but in any event no less often than monthly), which Base
Salary shall be retroactive to December 1, 2007.  The Base Salary shall be subject to all
state, federal, and local payroll tax withholding and any other withholdings
required by law.  1.5Incentive
Compensation.  Executive shall be
eligible to earn a cash bonus of up to 15% of his base salary for each
twelve-month period during the Employment Term at the discretion of the Companys
Board of Directors, or if the Board organizes a compensation committee, such
committee (the Committee).  Executives
bonus, if any, shall be subject to all applicable tax and payroll withholdings.  1.6Other
Benefits.  During the Employment
Term, Executive shall be entitled to participate in all employee benefit plans
and programs made available to the Companys senior level executives as a group
or to its employees generally, as such plans or programs may be in effect from
time to time (the Benefit Coverages), including, without limitation,
medical, dental, hospitalization, short-term and long-term disability and life
insurance plans, accidental death and dismemberment protection and travel
accident insurance.  Executive shall be
provided office space and staff assistance appropriate for Executives position
and adequate for the performance of his duties and responsibilities.  1.7Reimbursement
of Expenses; Vacation; Sick Days and Personal Days.  Executive shall be provided with
reimbursement of expenses related to Executives employment by the Company on a
basis no less favorable than that which may be authorized from time to time by
the Board, in its sole discretion, for senior level executives as a group.  Executive shall be entitled to vacation and
holidays in accordance with the Companys normal personnel policies for senior
level executives, but not less than three (3) weeks of vacation per
calendar year, provided Executive shall not utilize more than ten (10) consecutive
business days without the express consent of the Chief Executive Officer.  Unused vacation time will be forfeited as of December 31
of each calendar year of the Employment Term. 
Executive shall be entitled to no more than an aggregate of ten (10) sick
days and personal days per calendar year.  1.8No
Other Compensation.  Except as
expressly provided in Sections 1.4 through 1.7, Executive shall not be entitled
to any other compensation or benefits.


2.Confidential
Information.  Executive recognizes
and acknowledges that by reason of Executives employment by and service to the
Company before, during and, if applicable, after the Employment Term, Executive
will have access to certain confidential and proprietary information relating
to the Companys business, which may include, but is not limited to, trade
secrets, trade know-how, product development techniques and plans, formulas,
customer lists and addresses,  financing
services, funding programs, cost and pricing information, marketing and sales
techniques, strategy and programs, computer programs and software and financial
information (collectively referred to herein as Confidential Information).  Executive acknowledges that such Confidential
Information is a valuable and unique asset of the Company and Executive
covenants that he will not, unless expressly authorized in writing by the
Company, at any time during the course of Executives employment use any
Confidential Information or divulge or disclose any Confidential Information to
any person, firm or corporation except in connection with the performance of
Executives duties for and on behalf of the Company and in a manner consistent
with the Companys policies regarding Confidential Information.  Executive also covenants that at any time
after the termination of such employment, directly or indirectly, he will not
use any Confidential Information or divulge or disclose any Confidential
Information to any person, firm or corporation, unless such information is in
the public domain through no fault of Executive or except when required to do
so by a court of law, by any governmental agency having supervisory authority
over the business of the Company or by any administrative or legislative body
(including a committee thereof) with apparent jurisdiction to order Executive
to divulge, disclose or make accessible such information.  All written Confidential Information
(including, without limitation, in any computer or other electronic format)
which comes into Executives possession during the course of Executives
employment shall remain the property of the Company. Unless expressly
authorized in writing by the Company, Executive shall not remove any written
Confidential Information from the Companys premises, except in connection with
the performance of Executives duties for and on behalf of the Company and in a
manner consistent with the Companys policies regarding Confidential
Information.  Upon termination of
Executives employment, the Executive agrees to immediately return to the
Company all written Confidential Information (including, without limitation, in
any computer or other electronic format) in Executives possession.  As a condition of Executives continued
employment with the Company and in order to protect the Companys interest in
such proprietary information, the Company shall require Executives execution
of a Confidentiality Agreement and Inventions Agreement in the form attached
hereto as Exhibit A, and incorporated herein by this reference.  3.Non-Competition; Non-Solicitation.  3.1Non-Compete.  The
Executive hereby covenants and agrees that during the term of this Agreement
and for a period of one year following the end of the Employment Term, the
Executive will not, without the prior written consent of the Company, directly
or indirectly, on his own behalf or in the service or on behalf of others,
whether or not for compensation, engage in any business activity, or have any
interest in any person, firm, corporation or business, through a subsidiary or
parent entity or other entity (whether as a shareholder, agent, joint venturer,
security holder, trustee, partner, consultant, creditor lending credit or money
for the purpose of establishing or operating any such business, partner or


otherwise) with any Competing Business in the Covered Area.  For the purpose of this Section 3.1, (i) Competing
Business means any biotechnology or pharmaceutical company, any contract
manufacturer, any research
laboratory or other company or entity (whether or not organized for profit)
that has, or is seeking to develop, one or more products or therapies that is
related to azaspiranes and guanylyl cyclase receptor agonists and (ii) Covered
Area means all geographical areas of the United States, Ireland, Germany and
other foreign jurisdictions where Company then has offices and/or sells its
products directly or indirectly through distributors and/or other sales
agents.  Notwithstanding the foregoing,
the Executive may own shares of companies whose securities are publicly traded,
so long as ownership of such securities do not constitute more than one percent
(1%) of the outstanding securities of any such company.  3.2Non-Solicitation.  The Executive further agrees that as long as
the Agreement remains in effect and for a period of one (1) year from its
termination, the Executive will not divert any business of the Company and/or
its affiliates or any customers or suppliers of the Company and/or the Companys
and/or its affiliates business to any other person, entity or competitor, or
induce or attempt to induce, directly or indirectly, any person to leave his or
her employment with the Company and/or its affiliates.  3.3Remedies.  The Executive acknowledges and agrees that
his obligations provided herein are necessary and reasonable in order to
protect the Company and its affiliates and their respective business and the
Executive expressly agrees that monetary damages would be inadequate to
compensate the Company and/or its affiliates for any breach by the Executive of
his covenants and agreements set forth herein. 
Accordingly, the Executive agrees and acknowledges that any such
violation or threatened violation of this Section 3 will cause irreparable
injury to the Company and that, in addition to any other remedies that may be
available, in law, in equity or otherwise, the Company and its affiliates shall
be entitled to obtain injunctive relief against the threatened breach of this Section 3
or the continuation of any such breach by the Executive without the necessity
of proving actual damages.  4.Termination.  4.1By
Company.  The Company, acting by duly
adopted resolutions of the Board, may, in its discretion and at its option,
terminate the Executives employment with or without Cause, and without
prejudice to any other right or remedy to which the Company or Executive may be
entitled at law or in equity or under this Agreement.  In the event the Company desires to terminate
the Executives employment without Cause, the Company shall give the Executive
not less than thirty (30) days advance written notice of such termination.  Termination of Executives employment
hereunder shall be deemed to be for Cause in the event that Executive
violates any provisions of this Agreement, is guilty of any criminal act other
than minor traffic violations, is guilty of willful misconduct or gross
neglect, or gross dereliction of his duties hereunder or refuses to perform his
duties hereunder after notice of such refusal to perform such duties or
directions was given to Executive by the Board.  4.2By
Executives Death or Disability. 
This Agreement shall also be terminated upon the Executives death
and/or a finding of permanent physical or mental disability, such disability
expected to result in death or to be of a continuous duration of no less


than twelve (12) months, and the Executive is unable to perform his
usual and essential duties for the Company.  4.3Compensation
on Termination.  In the event the
Company terminates Executives employment, all payments under this Agreement
shall cease, except for Base Salary to the extent already accrued.  In the event of termination by reason of
Executives death and/or permanent disability, Executive or his executors,
legal representatives or administrators, as applicable, shall be entitled to an
amount equal to Executives Base Salary accrued through the date of
termination, plus a pro rata share of any annual bonus to which Executive would
otherwise be entitled for the year during which death or permanent disability
occurs.  Upon termination of Executive,
if Executive executes a written release substantially in the form attached
hereto as Exhibit B, of any and all claims against the Company
and all related parties with respect to all matters arising out of Executives
employment by the Company (other than Executives entitlement under any
employee benefit plan or program sponsored by the Company in which Executive
participated), unless the Employment Term expires or termination is for Cause,
the Executive shall receive, in full settlement of any claims Executive may
have related to his employment by the Company, Base Salary for six (6) months
from the date of termination, provided Executive is in full compliance with the
provisions of Sections 2 and 3 of this Agreement.  4.4Voluntary
Termination.  Executive may
voluntarily terminate the Employment Term upon sixty (60) days prior written
notice for any reason; provided, however, that no further
payments shall be due under this Agreement in that event except that Executive
shall be entitled to any benefits due under any compensation or benefit plan
provided by the Company for executives or otherwise outside of this Agreement.  5.General
Provisions.  5.1Modification;
No Waiver.  No modification,
amendment or discharge of this Agreement shall be valid unless the same is in
writing and signed by all parties hereto. 
Failure of any party at any time to enforce any provisions of this
Agreement or any rights or to exercise any elections shall in no way be
considered to be a waiver of such provisions, rights or elections and shall in
no way affect the validity of this Agreement. 
The exercise by any party of any of its rights or any of its elections
under this Agreement shall not preclude or prejudice such party from exercising
the same or any other right it may have under this Agreement irrespective of
any previous action taken.  5.2Notices.  All notices and other communications required
or permitted hereunder or necessary or convenient in connection herewith shall
be in writing and shall be deemed to have been given when hand delivered or
mailed by registered or certified mail as follows (provided that notice of
change of address shall be deemed given only when received):  If to the Company, to:Callisto
Pharmaceuticals, Inc. 420 Lexington Avenue, Suite 2500 New York, NY 10170


If to Executive, to:Bernard
Denoyer 109 Blackman Road Ridgefield, CT 06877  Or to such other names or addresses as the Company or Executive, as the
case may be, shall designate by notice to each other person entitled to receive
notices in the manner specified in this Section.  5.3Governing
Law.  This Agreement shall be
governed by and construed in accordance with the laws of the State of New York.  5.4Further
Assurances.  Each party to this
Agreement shall execute all instruments and documents and take all actions as
may be reasonably required to effectuate this Agreement.  5.5Severability.  Should any one or more of the provisions of
this Agreement or of any agreement entered into pursuant to this Agreement be
determined to be illegal or unenforceable, then such illegal or unenforceable
provision shall be modified by the proper court or arbitrator to the extent
necessary and possible to make such provision enforceable, and such modified
provision and all other provisions of this Agreement and of each other
agreement entered into pursuant to this Agreement shall be given effect
separately from the provisions or portion thereof determined to be illegal or
unenforceable and shall not be affected thereby.  5.6Successors
and Assigns.  Executive may not
assign this Agreement without the prior written consent of the Company.  The Company may assign its rights without the
written consent of Executive, so long as the Company or its assignee complies
with the other material terms of this Agreement.  The rights and obligations of the Company
under this Agreement shall inure to the benefit of and be binding upon the
successors and permitted assigns of the Company, and the Executives rights
under this Agreement shall inure to the benefit of and be binding upon his
heirs and executors.  The Companys
subsidiaries and controlled affiliates shall be express third party beneficiaries
of this Agreement.  5.7Entire
Agreement.  This Agreement supersedes
all prior agreements and understandings between the parties, oral or
written.  No modification, termination or
attempted waiver shall be valid unless in writing, signed by the party against
whom such modification, termination or waiver is sought to be enforced.  5.8Counterparts;
Facsimile.  This Agreement may be
executed in one or more counterparts, each of which shall for all purposes be
deemed to be an original, and all of which taken together shall constitute one
and the same instrument.  This Agreement
may be executed by facsimile with original signatures to follow.  IN WITNESS WHEREOF, the undersigned, intending to be legally bound,
have executed this Agreement as of the date first written above.


CALLISTO PHARMACEUTICALS, INC.By:
  /s/ Gary S. Jacob, Ph.D.Gary S. Jacob, Ph.D.Chief Executive Officer/s/ Bernard DenoyerBernard Denoyer


Exhibit A  Confidentiality Agreement and Inventions
Agreement


Exhibit B  Release