Exhibit 10.19  AMENDED AND RESTATED CONSULTING
AGREEMENT  This AMENDED AND RESTATED CONSULTING AGREEMENT (the Agreement)
is made and entered into as of the 11th day of March 2009 by and between
Gabriele M. Cerrone (Consultant) and Callisto Pharmaceuticals, Inc., a
Delaware corporation (the Company).  WHEREAS, the Consultant has and will continue to serve
as a consultant and Chairman of the Board of Synergy Pharmaceuticals, Inc.,
a majority owned subsidiary of the Company (Synergy);  WHEREAS, the Consultant has previously entered into a
consulting agreement with the Company as of December 27, 2004 and an
extension and amendment agreement dated as of January 25, 2007
(collectively, the Consulting Agreement);  WHEREAS, the parties wish to
amend and restate the Consulting Agreement between the Consultant and the
Company in its entirety, on the terms and conditions contained in this
Agreement;  NOW, THEREFORE, in consideration of the mutual
covenants and agreements contained herein, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto agree as follows:  1.Purpose: The Company hereby engages
Consultant for the term specified in Paragraph 2 hereof to render consulting
advice to the Company relating to business development, corporate finance and
capital markets matters upon the terms and conditions set forth herein.  2.Effective Date and Term:  2.1Effective Date.  This
Agreement shall become effective as of August 1, 2008 (the Effective Date)  2.2Term.  Unless earlier terminated
pursuant to Section 10 hereof, the term of this Agreement shall commence
on the Effective Date and shall continue from the Effective Date to December 31,
2011 (the Initial Term).  This
Agreement shall thereafter be automatically renewed for successive one year
periods unless either party shall notify the other in writing of its intention
not to renew this Agreement (a Non-renewal Notice), which notice shall be
given at least 90 days prior to the end of the then current term (the Expiration
Date).  The period from the Effective
Date to the Expiration Date, including the Renewal Term, if any, is referred to
herein as the Term.


3.Duties of Consultant:During the term of
this Agreement, the Consultant shall devote such portion of his business time
and attention to affairs of the Company reasonably necessary to provide the
Company with such regular and customary business development, strategic
planning, capital markets and corporate finance consulting advice as is
reasonably requested by the Companys management and Board of Directors,
provided that Consultant agress to spend at least 75% of his business time and
attention to affairs of the Company and Synergy (such percentage to be measured
over a rolling three (3) month period during the Term) and provided,
further, Consultant shall not be required to undertake duties not reasonably
within the scope of this Agreement.   So
long as the Consultant serves as a member of the Companys Board of Directors, Consultant
shall serve as Chairman of the Board; provided, at the request of all of
the members of the Board of Directors (not counting the Consultant), the
Consultant will relinquish his title as Chairman to the Companys duly
appointed chief executive officer, and accept the title of Vice Chairman.  3.1.Permissible
Services.      The Consultants services will
include advising the Companys Board of Directors and senior management on the
following matters:  (i)in-licensing
and out-licensing technologies and compounds; (ii)capitalization
and corporate organization of the Company; (iii)structure
and pricing of offerings of the Companys securities in public and private
transactions; (iv)alternative
uses of corporate assets; (v)structure
and use of debt; (vi)application
and maintenance of listing of the Companys stock in securities exchanges and
other appropriate markets; (vii)strategic
planning (viii)management
recruitment and compensation; and (ix)presentations
to institutional and professional individual investors in the U.S. and Europe.  3.2Prohibited
Services.  The services to be
rendered by the Consultant to the Corporation shall not (unless the Consultant
is appropriately licensed, registered or there is an exemption available from
such licensing or registration) include, directly or indirectly: any activities
which require the Consultant to register as a broker-dealer under the
Securities Exchange Act of 1934.


4.Compensation:  :  4.1.Base
Compensation.  (a)           In consideration for the services
rendered by Consultant to the Company pursuant to this Agreement, the Company
agrees to pay Consultant the annual sum of $295,000 at the rate of $24,583.33
per month commencing on the Effective Date (Base Compensation). The
Consultants Base Compensation may be increased, but not decreased by the
Compensation Panel.  Once increased, such
increased amount shall constitute the Consultants Base Compensation and shall
not be decreased. The Company will include the shares of equity securities of
the Company which may be issued upon the exercise of the options held by
Consultant in any registration statement under the Securities Act of 1933 which
includes securities issuable to any other executive officer of the Company.  (b)           It is expressly acknowledged that
Consultants Base Compensation shall be allocated between the Company and
Synergy, so that the aggregate Base Compensation payable to the Consultant
during the Employment Term from the Company and Synergy will not exceed
$295,000 (or such higher amount as is determined by the committee of Synergys
and/or the Companys Board of Directors empowered to fix or review compensation
of the other executive officers of the Company (the Compensation Panel).  The current estimate of such allocation is
that 75% of the Consultants Base Compensation shall be payable by Synergy and
25% of such Base Compensation shall be paid by the Company, however such
allocation may change, no more frequently than once each fiscal quarter as
determined in good faith by the Companys Chief Financial Officer.  At any time if Synergy is not obligated to or
does not pay its allocated share of Consultants Base Compensation, the Company
shall pay Consultants Base Compensation in full, irrespective of any
accounting allocation.   The overall cap
of $295,000 shall not be diminished by any bonus or accelerated payment benefit
given to Consultant by Synergy.  (c)           In the event Synergy is obligated to
pay any item of compensation or reimburse expenses to Consultant under this
Agreement, Synergy fails to do so and the Company makes payment to the
Consultant pursuant to Section 4.1(b) of this Agreement, the Company
shall be subrogated to all claims of the Consultant against Synergy arising
from Synergys failure to make payment to the extent of such payments made to
the Consultant.


4.2.Incentive
Compensation.  (a)Annual
Bonus.       Consultant shall be
eligible to earn a cash bonus of up to 50% of his Base Compensation per full
calendar year during the Term (and a pro rated bonus for the period from August 1,
2008 to December 31, 2008) based on meeting performance objectives and
bonus criteria to be mutually identified by Consultant and the Compensation
Panel.  Bonuses, if any, shall be subject
to all applicable tax and payroll withholdings.  (b)Realization
Bonus.  (i)            In the event during the Term of this
Agreement the Company enters into either a out-license agreement for any
technology relating to cancer or rheumatoid arthritis that grants exclusive
marketing rights to a third party, engages in a merger transaction or a sale of
substantially all of the assets of the Company that relate to the treatment of
cancer or rheumatoid arthritis or enters into a joint venture in which the
Company contributes such rights to the joint venture, in each case where the
Enterprise Value (defined below) equals or exceeds the minimum value of $150
million, $200 million and $250 million in the first, second, third years of the
Term or any years beyond the third year of the Term, respectively, (each, a 
Realization Transaction) and, in the case of a financing transaction, the
Company receives not less than $20 million of gross proceeds; or the license
fees the Company contracts to receive (disregarding any contingencies to such
payment) equal or exceeds $50 million, the Consultant shall accrue a bonus in
an amount determined by multiplying the Enterprise Value (defined below) in the
case of a merger, sale, or financing or the sum of the license fees actually
received, in the case of an out-license, as the case may be, by 0.5% (one half
percent).  (ii)           The accrued bonuses shall be payable
to Consultant: (a) in cash in full 5 business days after the closing of
any Realization Transaction involving a sale or merger or financing,
notwithstanding that the consideration for such merger or sale consists in
whole or in part of securities of the acquiring company; or (b) in cash 5
full business days after the Companys receipt of license fees at the rate of
0.5% of license fees actually received. 
The expiration or termination of this Agreement shall not terminate or
diminish the Consultants right to receive bonus payments with respect to out
licenses fees collected after the termination or expiration of this Agreement  (iii)          The Enterprise Value in the case of
a Change in Control in which consideration is payable to the Company in respect
of its assets or business, shall mean the total cash and non-cash (including,
without limitation, the assumption of debt) consideration received by the
Company or in the case of a Change in Control in which consideration is payable
to the Companys stockholders, the total cash and


non-cash (including, without limitation, the
assumption of debt) consideration payable to the Companys stockholders. Enterprise
Value shall also include, if applicable, any cash or non-cash consideration
payable to the Company or to the Companys stockholders on a contingent,
earnout or deferred basis. To the extent that any consideration in a
transaction is not received in cash upon the consummation of the Change in
Control, the value of such non-cash consideration for purposes of calculating
the Enterprise Value will be determined by the Board of Directors of the
Company prior to the Change in Control in good faith. In the event that less
than 100% of the stock or assets of the Company is purchased in the Change in
Control transaction, the Enterprise Value shall be extrapolated from the
percentage of the Companys capital stock or assets impacted in such Change in
Control transaction to determine if the $400 million threshold was exceeded,
but the Transaction Fee shall be calculated based on the actual consideration
received by the Company or shareholders, as the case may be. Section 4.2(b)(i),
however, shall not apply to any event resulting in a Change in Control in which
neither the Company nor its stockholders receives consideration either upon, or
in connection with, the occurrence or consummation of the event resulting in a
Change in Control.  (iv)          The Enterprise Value in a financing
transaction shall be determined on the basis of the pre-money valuation of the
Company for financing purposes, provided the Realization Bonus shall accrue in
full but only be payable to the extent of 3% of the gross proceeds received by
the Company in the financing.  (c)Options.        The
Compensation Panel will consider grants of options to the Consultant no less
frequently than annually commencing February 1, 2010.  5.Expenses and Services:  5.1Consultant
is authorized to incur reasonable expenses in carrying out his duties and
responsibilities under this Agreement, including, without limitation, expenses
for travel (at the fare class no less favorable than that of other executive
officers of the Company), cellular telephone (including access charges and
business calls), electronic market data services consisting of a full office-based and portable Bloomberg
information services, the cost associated with accessing office
facilities and administrative assistance outside of the Companys principal
executive offices at such times that the Consultant is attending to matters
within the scope of this Agreement and business entertainment.  Additionally, the Consultant is authorized to
incur reasonable expenses for the attendance of conferences in fields relate to
technology of interest


to the Company, finance of biotechnology ventures, and
similar events related to Consultants duties and responsibilities as
Consultant deems necessary.  Company will
reimburse Consultant for all such expenses upon presentation by Consultant of
appropriately itemized accounts of such expenditures or the Company will pay
such expenses directly.  5.2During
the Term, the Company will at its sole expense provide the Consultant with
computing hardware and software tools, office facilities and qualified, access
to Company information and financial records and an experienced administrative
assistant and such legal and accounting
support services as is deemed appropriate by the Consultant.  Such services and facilities will not be
diminished without the Consultants prior consent.  5.3In
the event this Agreement is terminated other than for Cause or voluntarily by
the Consultant, the Company, in addition to any other termination benefit, will
make a lump sum payment to Consultant equal to the amount of reimbursable
expenses accrued for the services and accommodations set forth in Sections 5.1
and 5.2 during the 12 full calendar months preceding the date of
termination.  In the event 12 full
calendar months of the Term shall not have elapsed as of the date of
termination, the lump sum payment shall equal the average monthly expenses
accrued for the full calendar months of the Term completed as of the date of
termination times 12.  Such lump sum
payments shall be made no later than 30 days after termination. In the event of
a disagreement between the Company as to the amount of such lump sum payment,
the Company shall pay the amount as to which there is no dispute, pending the
settlement of any amounts as to which there is a dispute.  6.Liability of Consultant:  The Company acknowledges that all opinions
and advice (written or oral) given by Consultant to the Company in connection
with Consultants engagement are intended solely for the benefit and use of the
Company in considering the transaction to which they relate, and the Company
agrees that no person or entity other than the Company shall be entitled to
make use of or rely upon the advice of Consultant to be given hereunder, and no
such opinion or advice shall be used for any other purpose or reproduced,
disseminated, quoted or referred to at any time, in any manner or for any
purpose, nor may the Company make any public references to Consultant, or use
Consultants name in any annual reports or any other reports or releases of the
Company without Consultants prior written consent.  Consultants maximum liability shall not
exceed the cash compensation received from the Company.


7.Consultants Services to Others:  The Company acknowledges that Consultant and
its affiliates are in the business of investing and providing financial
services and consulting advice to others. 
Nothing herein contained shall be construed to limit or restrict
Consultant in conducting such business with respect to others, or in rendering
such advice to others.  8.Company Information:  a.             The
Company recognizes and confirms that, in advising the Company and in fulfilling
his engagement hereunder, Consultant will use and rely on data, material and
other information furnished to Consultant by the Company.  The Company acknowledges and agrees that in
performing his services under this engagement, Consultant may rely upon the
data, material and other information supplied by the Company without
independently verifying the accuracy, completeness or veracity of same.  The Company agrees to notify Consultant in
writing via overnight courier, facsimile or e-mail of any material event and/or
change with in twenty-four hours of its occurrence.  b.             Consultant
recognizes and acknowledges that by reason of Consultants retention by and
service to the Company before, during and, if applicable, after the Term,
Consultant 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 informationrelating to the field of in which the Company
is actually engaged in research, development, collaboration or sales at the
time of such disclosure (collectively referred to as Confidential
Information).  Consultant acknowledges
that such Confidential Information is a valuable and unique asset of the
Company and Consultant covenants that it will not, unless expressly authorized
in writing by the Company, at any time during the Consulting Term use any
Confidential Information or divulge or disclose any Confidential Information to
any person, firm or corporation except in connection with the performance of
Consultants duties for the Company and in a manner consistent with the Companys
policies regarding Confidential Information. 
Consultant also covenants that at any time after the termination of this
Agreement, directly or indirectly, it 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 Consultant 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 Consultant 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 Consultants possession
during the Consulting Term shall remain the


property of the Company.  Except
as required in the performance of Consultants duties for the Company, or
unless expressly authorized in writing by the Company, Consultant shall not
remove any written Confidential Information from the Companys premises, except
in connection with the performance of Consultants duties for the Company and
in a manner consistent with the Companys policies regarding Confidential
Information.  Upon termination of this
Agreement, the Consultant agrees to return immediately to the Company all
written Confidential Information (including, without limitation, in any
computer or other electronic format) in Consultants possession.  9.Consultant an Independent Contractor:  Consultant shall perform its services hereunder
as an independent contractor and not as an employee of the Company or an
affiliate thereof.  It is expressly
understood and agreed to by the parties hereto that Consultant shall have no
authority to act for, represent or bind the Company or any affiliate thereof in
any manner, except as may be agreed to expressly by the Company in writing from
time to time.  10.Termination:  10.1Termination Without Cause or for Good Reason.  (a)If this Agreement is terminated by the
Company other than for Cause (as defined in Section 10.4 hereof) or as a
result of Consultants death or Permanent Disability (as defined in Section 10.2
hereof), or if Consultant terminates his employment for Good Reason (as defined
in Section 10.1 (b) hereof) prior to the Expiration Date, Consultant
shall receive or commence receiving as soon as practicable in accordance with
the terms of this Agreement:  (i)a severance payment (the Severance
Payment), which amount shall be paid in a cash lump sum within ten (10) days
of the date of termination, in an amount equal to the higher of the aggregate
amount of the Consultants Base Compensation for the then remaining term of
this Agreement or twelve times the average monthly Base Compensation paid or
accrued during the three full months immediately preceding such termination;  (ii)expense compensation, which shall be paid
in a lump sum payment within ten (10) days of the date of termination, in
an amount equal to twelve times the sum of average monthly cost during the
three full months immediately preceding such termination of providing the
services to Consultant set forth in Section 5.1 and Consultants
reimbursed expenses set forth in Section 5.2;


(ii)immediate vesting of all unvested stock
options and the extension of the exercise period of such options to the later
of the longest period permitted by the Companys stock option plans or ten
years following the Termination Date;  (iii)payment in respect of compensation earned
but not yet paid (the Compensation Payment) which amount shall be paid in a
cash lump sum within ten (10) days of the date of termination; and  (iv)payment of the cost of comprehensive
medical insurance for consultant for a period of twelve months following the
termination.  (b)For purposes of this Agreement, Good
Reason shall mean any of the following (without Consultants express prior
written consent):  (i)Any material breach by Company of any
provision of this Agreement, including any material reduction by Company of
Consultants duties or responsibilities (except in connection with the
termination of Consultants employment for Cause, as a result of Permanent
Disability, as a result of Consultants death or by Consultant other than for
Good Reason);  (ii)A reduction by the Company in Consultants
Base Compensation or any failure of the Company to reimburse Consultant for
material expenses described in Section 5.1 or provide the services
described in Section 5.2 of this Agreement;  (iii)The failure by the Company to obtain the
specific assumption of this Agreement by any successor or assign of Company as
provided for in Section 11 hereof;  (iv)Moving the principal offices of Company
to a location outside of the Metropolitan New York Area; or  (v)Upon a Change of Control of Company (as
such term is hereinafter defined).  (c)The following provisions shall apply in
the event compensation provided in Section 10.1 (a) becomes payable
to the Consultant:  (i)In the event the severance compensation
provided for in subsection 10.1(a)  above cannot be finally determined on
or before the tenth day following such termination, the


Company shall pay to the Consultant on such day an estimate, as
determined in good faith by the Company of the minimum amount of such
compensation and shall pay the remainder of such compensation (together with
interest at the Federal short-term rate provided in Section 1274(d)(7)(C)(1) of
the Code) as soon as the amount thereof can be determined but in no event later
than the thirtieth day after the Date of Termination. In the event the amount
of the estimated payment exceeds the amount subsequently determined to have
been due, such excess shall constitute a loan by the Company to the Consultant payable
on the fifth day after demand by the Company (together with interest at the
Federal short-term rate provided in Section 1274(d)(7)(C)(1) of the
Code).  (ii)If the payment of the Total Payments (as
defined below) will be subject to the tax (the Excise Tax) imposed by Section 4999
of the Code, the Company shall pay the Consultant on or before the tenth day
following the Date of Termination, an additional amount (the Gross-Up Payment)
such that the net amount retained by the Consultant, after deduction of any
Excise Tax on Total Payments and any federal and state and local income tax and
Excise Tax upon the payment provided for by this paragraph, shall be equal to
the Total Payments. For purposes of determining whether any of the payments
will be subject to the Excise Tax and the amount of such Excise Tax, (A) any
payments or benefits received or to be received by the Consultant in connection
with a Change in Control of the Company or the Consultants termination of
employment, whether payable pursuant to the terms of Section 10 of this
Agreement or any other plan, arrangement or agreement with the Company, its
successors, any person whose actions result in a Change in Control of the
Company or any corporation affiliated (or which, as a result of the completion
of transaction causing such a Change in control, will become affiliated) with
the Company within the meaning of Section 1504 of Code (the Total
Payments) shall be treated as parachute payments within the meaning of Section 28OG(b)(2) of
the Code, and all excess parachute payments within the meaning of Section 28OG(b)(1) shall
be treated as subject to the Excise Tax, unless, in the opinion of tax counsel
selected by the Companys independent auditors and acceptable to the
Consultant, the Total Payments (in whole or in part) do not constitute
parachute payments, or such excess parachute payments (in whole or in part)
represent reasonable


compensation for services actually rendered within the meaning of Section 28OG(b)(4) of
the Code either in their entirety or in excess of the base amount within the
meaning of Section 28OG(b)(3) of the Code, or are otherwise not
subject to the Excise Tax, (B) the amount of the Total Payments that shall
be treated as subject to the Excise Tax shall be equal to the lesser of (I) the
total amount of the Total Payments or (II) the amount of excess parachute
payments or benefit shall be determined by the Companys independent auditors
in accordance with the principles of Section 28OG(d)(3) and (4) of
the Code. For purposes of determining the amount of the Gross-Up Payment, the
Consultant shall be deemed to pay federal income taxes at the highest marginal
rate of federal income taxation in the calendar year in which the Gross-Up
Payment is to be made and state and local income taxes at the highest marginal
rate of taxation in the state and locality of the Consultants residence an the
Date of Termination, net of the maximum reduction in federal income taxes which
could be obtained from deduction of such state and local taxes. In the event
the Excise Tax is subsequently determined to be less than the amount taken into
account hereunder at the time of termination of the Consultants employment,
the Consultant shall repay to the Company at the time the amount of such reduction
in Excise Tax is finally determined the portion of the Gross-Up Payment that
can be repaid such that the Consultant remains whole on an after-tax basis
following such repayment (taking into account any reduction in income or excise
taxes to the Consultant from such repayment) plus interest on the amount of
such repayment at the Federal short-term rate provided in Section 1274(d)(1)(C)(i) of
the Code. In the event the Excise Tax is determined to exceed the amount taken
into account hereunder at the time of the termination of the Consultants
employment (including by reason of any payment the existence or amount of which
cannot be determined at the time of the Gross-Up Payment), the Company shall
make an additional gross-up payment in respect of such excess (plus any
interest payable with respect to such excess) at the time that the amount of
such excess is finally determined.  10.2Permanent Disability.If Consultant becomes totally and permanently
disabled (as defined in the Companys disability benefit plan applicable to
senior executive officers as in effect on the date thereof) (Permanent
Disability), Company or Consultant may terminate this Agreement


on
written notice thereof, and Consultant shall receive or commence receiving, as
soon as practicable:  (i)amounts payable pursuant to the terms of
the disability insurance policy or similar arrangement which Company maintains
for the Consultant, if any, during the term hereof;  (ii)the Compensation Payment which shall be
paid to Consultant as a cash lump sum within 30 days of such termination; and  (iii)immediate vesting of all unvested stock
options.  10.3Death.In the event of Consultants death during the
term of his employment hereunder, Consultants estate or designated
beneficiaries shall receive or commence receiving, as soon as practicable in
accordance with the terms of this Agreement:  (i)compensation equal to one years Base
Compensation which shall be paid within 30 days of such termination;  (ii)any death benefits provided under the
Consultant benefit programs, plans and practices in which the Consultant has an
interest, in accordance with their respective terms;  (iii)the Compensation Payment which shall be
paid to Consultants estate as a cash lump sum within 30 days of such termination;
and  (iv)such other payments under applicable
plans or programs to which Consultants estate or designated beneficiaries are
entitled pursuant to the terms of such plans or programs.  10.4Voluntary Termination by Consultant:
Discharge for Cause.       The Company shall have the right to
terminate this Agreement for Cause (as hereinafter defined). In the event that
Consultants employment is terminated by Company for Cause, as hereinafter
defined, or by Consultant other than for Good Reason or other than as a result
of the Consultants Permanent Disability or death, prior to the Termination
Date, Consultant shall be entitled only to receive, as a cash lump sum within
30 days of such termination, the Compensation Payment.  As used herein, the term Cause shall be
limited to (i) willful malfeasance or willful misconduct by Consultant in
connection with the services to the Company in a matter of material importance
to the conduct of the Companys affairs which has a material adverse affect on
the business of the Company, or (ii) the conviction of Consultant for
commission of a felony.  For purposes of
this subsection, no act or failure to act on the Consultants part shall be
considered willful unless done, or omitted to be done, by the Consultant not
in good faith


and
without reasonable belief that his action or omission was in the best interest
of the Company.  Termination of this
Agreement pursuant to this Section 10.4 shall be made by delivery to
Consultant of a copy of a resolution duly adopted by the affirmative vote of
all of the members of the Board of Directors called and held for such purpose
(after 30 days prior written notice to Consultant and reasonable opportunity
for Consultant to be heard before the Board of Directors prior to such vote),
finding that in the good faith business judgment of such Board of Directors,
Consultant was guilty of conduct set forth in any of clauses (i) through (ii) above
and specifying the particulars thereof.  11.Assignment:  This
Agreement shall be binding upon and inure to the benefit of the heirs and
representatives of Consultant and the assigns and successors of Company, but
neither this Agreement nor any rights or obligations hereunder shall be
assignable or otherwise subject to hypothecation by Consultant (except by will
or by operation of the laws of intestate succession or by Consultant notifying
the Company that cash payment be made to an affiliated investment partnership
in which Consultant is a control person) or by Company, except that Company may
assign this Agreement to any successor (whether by merger, purchase or
otherwise) to all or substantially all of the stock, assets or businesses of
Company, if such successor expressly agrees to assume the obligations of
Company hereunder.  12.Change In Control:  12.1Definition.For purposes of this Agreement, a Change in
Control shall be deemed to have occurred if (i) there shall be
consummated (A) any consolidation or merger of the Company in which the
Company is not the continuing or surviving corporation or pursuant to which
shares of the Companys Common Stock would be converted into cash, securities
or other property, other than a merger of the Company in which the holders of
the Companys Common Stock immediately prior to the merger have substantially
the same proportionate ownership of common stock of the surviving corporation
immediately after the merger, or (B) any sale, lease, exchange or other
transfer (in one transaction or a series of related transactions) of all or
substantially all the assets of the Company, or (ii) the stockholders of
the Company shall approve any plan or proposal for the liquidation or
dissolution of the Company, or (iii) any person (as such term is used in
Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934
(the Exchange Act)), other than the Company or any Consultant benefit plan
sponsored by the Company, or such person on the Effective Date hereof is a 20%
or more beneficial owner, shall become the beneficial owner (within the meaning
of Rule 13d-3 under the Exchange Act) of securities of the Company
representing 20% or more of the combined voting power of the Companys then
outstanding securities ordinarily (and apart from rights accruing in special
circumstances) having the right to vote in the election of directors, as a
result of a tender or exchange offer, open market purchases, privately
negotiated purchases or


otherwise,
or (iv) at any time during a period of two consecutive years, individuals
who at the beginning of such period, constituted the Board of Directors of the
Company shall cease for any reason to constitute at least a majority thereof,
unless the election or the nomination for election by the Companys
stockholders of each new director during such two-year period was approved by a
vote of at least two-thirds of the directors then still in office, who were
directors at the beginning of such two-year period.  12.2Rights and Obligations.If a Change in Control of the Company shall
have occurred while the Consultant is director of the Company, the Consultant
shall be entitled to the compensation provided in Section 10.1 of this
Agreement upon the subsequent termination of this Agreement by either the
Company, or the Consultant within two years of the date upon which the Change
in Control shall have occurred, unless such termination is a result of (i) the
Consultants death; (ii) the Consultants Disability; (iii) the
Consultants Retirement; or (iv) the Consultants termination for Cause.  13.Indemnification:  Consultant,
as such and as a Director of the Company, shall be indemnified by the Company
against all liability incurred by the Consultant in connection with any
proceeding, including, but not necessarily limited to, the amount of any
judgment obtained against Consultant, the amount of any settlement entered into
by the Consultant and any claimant with the approval of the Company, attorneys
fees, actually and necessarily incurred by him in connection with the defense
of any action, suit, investigation or proceeding or similar legal activity,
regardless of whether criminal, civil, administrative or investigative in
nature (Claim), to which he is made a party or is otherwise subject to, by
reason of his being or having been a director, officer, agent or employee of
the Company, to the full extent permitted by applicable law and the Certificate
of Incorporation of the Company.  Such
right of indemnification will not be deemed exclusive of any other rights to
which Consultant may be entitled under Companys Certificate of Incorporation or
By-laws, as in effect from time to time, any agreement or otherwise.  14.Miscellaneous:  (a)This
Agreement between the Company and Consultant constitutes the entire agreement
and understanding of the parties hereto, and supersedes any and all previous
agreements and understandings, whether oral or written, between the parties
with respect to the matters set forth herein.  (b)Any
notice or communication permitted or required hereunder shall be in writing and
shall be deemed sufficiently given if hand-delivered or sent (i) postage
prepaid by registered mail, return receipt requested, or (ii) by


facsimile, to the
respective parties as set forth below, or to such other address as either party
may notify the other in writing.  If to the Company, to:
  
  Callisto
  Pharmaceuticals, Inc.420 Lexington Avenue,
  Suite 1609New York, New York
  10170Attention: Gary S.
  Jacob, CEOIf to Consultant, to:
  
  Gabriele M. Cerronec/o Panetta Partners Ltd.1275 First Avenue,
  Suite 296New York, New York
  10021Attention: Gabriele M.
  Cerrone, Managing PartnerWith a required copy
  to:Sommer &
  Schneider LLP595 Stewart Avenue,
  Suite 710Garden City, NY 11530Attention: Herb Sommer,
  Partner  (c)This
Agreement may be executed in any number of counterparts, each of whom together
shall constitute one and the same original document.  (d)This Agreement may not be changed orally,
but only by an agreement in writing signed by the party against whom any
waiver, change, amendment, modification or discharge is sought.  (e)The invalidity of all or any part of any
provision of this Agreement shall not render invalid the remainder of this
Agreement or the remainder of such provision. 
If any provision of this Agreement is so broad as to be unenforceable,
such provision shall be interpreted to be only so broad as is enforceable.  (f)This
Agreement shall be governed by and construed in accordance with the law of the
State of New York without giving effect to the principles of conflicts of law thereof.  The parties hereto each hereby submits
herself or itself for the sole purpose of this Agreement and any controversy
arising hereunder to the exclusive jurisdiction of the state courts in the
State of New York.  (d)Any
amounts due hereunder to Consultant which remain unpaid after their due date,
shall bear interest from the due date until paid at a rate of the prime rate
(in effect on the date thereof for Citibank).  (e)The
Companys obligations to make payments under Section 10 and 12 shall survive
termination or expiration of this Agreement.


(f)Consultant
shall not be required to mitigate damages or the amount of any payment provided
for under this Agreement by seeking other employment or otherwise after the
termination of this Agreement.  IN
WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed, as of the date first above written.  CONSULTANT/s/ Gabriele M. CerroneGabriele M. CerroneCALLISTO PHARMACEUTICALS, INC.By:
  /s/ Gary S. JacobName: Gary S. JacobTitle: CEO