EX-10.10

                              CONSULTING AGREEMENT


       This  Agreement  is made and entered into as of the 27th day of December,
2004  by  and  between   Gabriele  M.   Cerrone   ("Consultant")   and  Callisto
Pharmaceuticals, Inc. (the "Company").

       WHEREAS,  the Consultant is a founder of the Company's  Callisto Research
Laboratories,  LLC  subsidiary  ("CLabs"),  guided  the  Company's  simultaneous
acquisition of CLabs and Synergy Pharmaceuticals, Inc., its recapitalization and
financing  in April 2003,  several  rounds of  financing,  exchange  listing and
advised  management  in  strategic  planning  and the  development  of strategic
relationships; and

       WHEREAS,  the Consultant has served as the Chairman of the Board of since
April, 2003; and

       WHEREAS, the Company's management and Board of Directors wishes to assure
that the Company will continue to have the services of the Consultant  available
to it; and

       WHEREAS, the Company's Board of Directors has determined, in light of the
importance of the Consultant's continued services to the stability and interests
of the Company and its  stockholders to reinforce and encourage the Consultant's
continued attention and dedication to the Company's affairs.

       WHEREAS,  the Company  desires to engage  Consultant  to provide  certain
consulting  services,  and Consultant is willing to be engaged by the Company to
provide such services, on the terms and conditions set forth below;

       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:

       2.1    EFFECTIVE  DATE.  This  Agreement  shall  become  effective  as of
              January 1, 2005 (the "Effective  Date"),  provided that the duties
              of Consultant and the  obligations of the Company  hereunder shall
              not commence until Consultant has notified the Company that he has
              terminated his present employment.  This Agreement shall be deemed
              void if Consultant does not assume his responsibilities  hereunder
              on or prior to February 15, 2005.

       2.2    TERM. Unless earlier terminated pursuant to Section 10 hereof, the
              term  of  this  Agreement   shall  commence  upon  the  date  that
              Consultant assumes his

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              responsibilities under this Agreement (the "Start Date") and shall
              continue  from the Start Date to December  31, 2006 (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  Commencement  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 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.

              3.2    PROHIBITED  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:  In  consideration  for  the  services  rendered  by
Consultant to the Company pursuant to this Agreement,  the Company agrees to pay
Consultant the sum of $205,000 at the rate of $17,083.33 per month commencing on
the Start Date ("Base

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Compensation").  The Consultant's  Base  Compensation may be increased,  but not
decreased by the Compensation  Committee of the Company's Board of Directors (or
similar committee serving that function, the "Committee").  Once increased, such
increased amount shall constitute the Consultant's  Base  Compensation and shall
not be decreased. In addition,  Consultant shall be granted an aggregate 375,000
ten year non-qualified stock options pursuant to the Company's Stock Option Plan
(the  "Plan") at an exercise  price per share equal to the fair market  value of
the  Company's  Common  Stock on the date of  execution  of this  Agreement,  as
defined in the Plan. Subject to the provision of the Plan and Section 10 of this
Agreement,  one  half of such  options  shall  vest  on  each of the  first  two
anniversaries of the execution of this Agreement.  Once vested,  the options may
be  exercised  until their  expiration.  The Company  will include the shares of
equity  securities  of the Company  which may be issued upon the exercise of the
options in any  registration  statement  under the  Securities Act of 1933 which
includes securities issuable to any other executive officer of the Company.  The
Consultant  shall  be  eligible  to  earn a  cash  bonus  of up to  15% of  Base
Compensation  for each  twelve-month  period  during  the Term  based on meeting
performance   objectives  and  bonus  criteria  to  be  mutually  identified  by
Consultant and the Company's Board of Directors.

       5.     EXPENSES AND SERVICES:

       5.1    Consultant is authorized to incur reasonable  expenses in carrying
              out  his  duties  and   responsibilities   under  this  Agreement,
              including,  without  limitation,  expenses  for  travel,  cellular
              telephone  (including  access  charges and  business  calls),  and
              business  entertainment.  Additionally,  Consultant  shall,  after
              having  obtaining  the approval of the Company's  Chief  Executive
              Officer,  which shall not be unreasonably  withheld, be authorized
              to incur reasonable  expenses for the attendance of conferences in
              fields relate to oncology,  technology of interest to the Company,
              finance of  biotechnology  ventures,  and similar items 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.

       5.2    During  the Term,  Consultant  shall be  provided  with  computing
              hardware and software  tools,  office  facilities  and  qualified,
              access  to  Company  information  and  financial  records  and  an
              experienced  administrative assistant (which may be shared with no
              more than one senior executive  officer) as is deemed  appropriate
              by the  Consultant and approved by the Company's  Chief  Executive
              Officer.  Such  services  and  facilities  will not be  diminished
              without the Consultant's prior consent.

       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,

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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 it 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 its 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  information relating 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.

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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:

       10.1   TERMINATION 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)  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
                     aggregate amount of the Consultant's  Base Compensation for
                     the then remaining term of this Agreement;

              (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

       (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

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                     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).

       10.2   PERMANENT   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.

       10.3   DEATH. 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

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              (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.

       10.4   VOLUNTARY  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,  (ii) willful  continuing  refusal by  Consultant to perform his duties
hereunder as reasonably  directed by the Board of Directors  after notice of any
such refusal to perform such duties or such  reasonable  direction  was given to
Consultant by the Board of Directors,  or (iii) 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 (iii) 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:

       12.1   DEFINITION.  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

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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 executive 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.

       12.2   RIGHTS 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.

7.     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.

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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 1609
                               New York, New York 10170
                               Attention: Gary S. Jacob, CEO

       If to Consultant, to:   Gabriel M. Cerrone
                               c/o Panetta Partners Ltd.
                               1275 First Avenue, Suite 296
                               New York, New York 10021
                               Attention: Gabriele M. Cerrone, Managing Partner

                               With a required copy to:

                               Sommer & Schneider LLP
                               595 Stewart Avenue, Suite 710
                               Garden City, NY 11530
                               Attention: 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.

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              g.     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).

              h.     The Company's obligations to make payments under Section 10
and 12 shall survive termination or expiration of this Agreement.

              i.     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. CERRONE
                                         ------------------------------
                                         Gabriele M. Cerrone



                                         CALLISTO PHARMACEUTICALS, INC.


                                         By: /s/ GARY S. JACOB
                                             --------------------------
                                             Name: Gary S. Jacob
                                             Title: Chief Executive Officer


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