EXHIBIT 10.1

                         EXECUTIVE EMPLOYMENT AGREEMENT

     This Executive  Employment Agreement (the "Agreement") is made this 1st day
of September,  2002 by and between Raphael J. Mannino, Ph.D. ("Dr. Mannino") and
BioDelivery Sciences International, Inc. (the "Company").

     WHEREAS,  the  Company  is  engaged  in the  business  of  researching  and
developing drug delivery technologies; and

     WHEREAS, the Company and Dr. Mannino are willing to continue the employment
relationship,  on  the  terms,  conditions  and  covenants  set  forth  in  this
Agreement;

     NOW, THEREFORE, in consideration of Dr. Mannino's continued employment with
the  Company  and other good and  valuable  consideration,  receipt of which Dr.
Mannino and the Company hereby  acknowledge,  Dr. Mannino and the Company agree,
as follows:

     1.  Position.  Dr.  Mannino  agrees to continue his employment as Executive
         --------
Vice  President,   Chief  Scientific  Officer,  and  Director  of  Research  and
Development  of the Company.  He further agrees to perform the job duties and to
carry out the responsibilities of that position,  as determined by the President
from time to time. Dr. Mannino's reporting responsibilities are shown in Exhibit
A, the Company's organizational chart.

     2. Dr. Mannino's Effort. Dr. Mannino agrees to devote his full working time
        --------------------
and best  efforts,  skill and  attention to his position and to the business and
interests of the Company.

     3. Salary.  The Company  shall pay Dr.  Mannino  compensation  for services
        ------
rendered in the amount of Two Hundred and Ten Thousand  Dollars  ($210,000)  per
annum  payable on a biweekly  basis.  Further,  the Company,  from time to time,
shall pay Dr. Mannino such bonuses, additional compensation or other benefits as
may be  determined  by the  Executive  Compensation  Committee  of the  Board of
Directors. Any changes in Dr. Mannino's duties or compensation, shall not in any
way  affect  the  promises  of Dr.  Mannino  as set  forth  in  this  Agreement.
Furthermore, Dr. Mannino shall be reimbursed for expenses properly documented as
per the Company's policy.

     4.  Termination.  This  Agreement  and the  status and  obligations  of Dr.
         -----------
Mannino  thereunder as an employee of the Company  (except for the provisions of
paragraph  5 through 9  inclusive,  11 through  14  inclusive)  shall  cease and
terminate  effective  upon the close of  business  September  1st,  2005  unless
further extended by the parties hereto in writing; provided, that upon such date
said termination  shall not affect all rights that Dr. Mannino may have pursuant
to any of the Company's retirement plans, supplementary retirement plans, profit
sharing and savings


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plans,  healthcare,  401 (k) any other employee  benefit plans  sponsored by the
Company, which, in accordance with its terms, is applicable to Dr. Mannino.

                  4.1 Death or Disability.  This Agreement  shall  automatically
                      -------------------
         terminate  upon  the  death  of Dr.  Mannino  and  all  of  his  rights
         hereunder,  including the rights to receive  compensation and benefits,
         except as otherwise required by law, shall terminate.  The Company may,
         at its option,  terminate  this Agreement in the event that Dr. Mannino
         shall be  physically  or  mentally  incapacitated  which shall make him
         unable to perform the duties  assigned to him for more than ninety (90)
         days in any one  hundred  eighty  (180) day  period.  In the event of a
         dispute as to whether Dr.  Mannino is physically or mentally  unable to
         perform his duties  hereunder,  the Company  shall  select an impartial
         physician to make a determination  as to Dr. Mannino's  incapacity,  if
         any. Dr. Mannino agrees to submit to appropriate  medical  examinations
         for the  purposes of such  determination.  Such  termination  shall not
         affect Dr. Mannino's rights and obligations  under paragraphs 5 through
         9 inclusive,  11 through 14  inclusive,  all of which shall survive the
         early termination or expiration of this Agreement.

                  4.2 The Company's Right to Terminate with Notice.  The Company
                      --------------------------------------------
         may  terminate  this  Agreement  upon twelve months prior notice to Dr.
         Mannino.  In case of  termination  under this section,  the Company may
         elect to pay Dr.  Mannino a base rate of $210,000 for the notice period
         in lieu of permitting  him to continue  working.  Aside from payment as
         herein provided,  the Company shall have no further  obligations to Dr.
         Mannino  following  termination.  The period  during which Dr.  Mannino
         shall not compete  with the Company in the event of  termination  under
         this section  shall be  shortened  from three (3) years to one (1) year
         from date of termination.

                  4.3  Termination  for Cause.  Notwithstanding  the immediately
                       ----------------------
         preceding  paragraph  or anything  elsewhere  herein  contained  to the
         contrary,  the  Company may  terminate  this  Agreement  and all of its
         obligations to Dr. Mannino, provided that written notice of termination
         allows 60 days for Dr. Mannino to correct the action for cause,  in the
         event that: (i) Dr. Mannino  breaches any term of this Agreement;  (ii)
         if Dr.  Mannino is  convicted  of or enters a no  contest  plead to any
         felony or crime involving moral turpitude,  or if he pleads guilty to a
         lesser included offence or crime in exchange for withdrawal of a felony
         indictment,  felony charge by  information,  or is charged with a crime
         involving moral turpitude,  whether the charge arises under the laws of
         the United States or any other state  therein;  (iii) Dr. Mannino fails
         to  perform  the duties and  obligations  assigned  him by the Board of
         Directors  or Chief  Executive  Officer  of the  Company  and for which
         duties the Company has provided reasonable  staffing support;  (iv) the
         Company  reasonably  suspects  that he has  engaged in illegal  drug or
         substance use or abuse; (v) he wrongfully appropriates for personal use
         or benefit any property or money of the Company entrusted to him by the
         Company; (vi) he disregards any legal directions of the Chief Executive
         Officer or the Board of Directors of the Company;  (vii) he  materially
         violates  Company  policies or procedures;  (viii) he takes any actions


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<PAGE>

         that  might  damage the  reputation  of the  Company or its  ability to
         receive  approvals of its drug delivery  systems from the Food and Drug
         Adminstration (excluding, however, actions protected by "whistleblower"
         legislation);  or (ix) Dr. Mannino resigns his employment. In the event
         of  termination  for any of the  reasons set forth  herein Dr.  Mannino
         shall be  bound by all of the  terms  of this  Agreement  that  survive
         termination.

     5.  Confidentiality.  Dr. Mannino shall keep  confidential  for a period of
         ---------------
three  years  for  patented   technology  and  five  years  for   patent-pending
technology,  except as the Company  may  otherwise  consent in writing,  and not
disclose,  or make any use of except for the benefit of the Company, at any time
either  during or subsequent to Dr.  Mannino's  performance  of services for the
Company, any trade secrets,  knowledge, data or other information of the Company
relating to products,  processes,  know how, technical data, designs,  formulas,
test data, customer lists, business plans,  marketing plans and strategies,  and
product pricing strategies or other subject matter pertaining to any business of
the  Company  or  any of  its  clients,  customers,  consultants,  licensees  or
affiliates  which Dr. Mannino may produce,  obtain or otherwise  learn of during
the course of Dr.  Mannino's  performance of services and after its  termination
(collectively  "Confidential  Information").  Dr.  Mannino  shall  not  deliver,
reproduce, or in any way allow any such Confidential Information to be delivered
to or used by any third parties  without the specific  direction or consent of a
duly authorized representative of the Company. The terms of this paragraph shall
survive termination of this Agreement.

     6.  Return  of  Confidential   Material.   Upon  the  completion  or  other
         -----------------------------------
termination  of Dr.  Mannino's  services  for the  Company,  Dr.  Mannino  shall
promptly surrender and deliver to the Company all records, materials, equipment,
drawings,  documents,  lab notes and books and data of any nature  pertaining to
any invention, trade secret or confidential information of the Company or to Dr.
Mannino's  services,  and Dr.  Mannino  will not take  with him any  description
containing or pertaining to any Confidential  Information,  knowledge or data of
the Company  which Dr.  Mannino  may produce or obtain  during the course of his
services.  The  terms  of  this  paragraph  shall  survive  termination  of this
Agreement.

     7.  Assignment of Inventions.  Dr. Mannino shall assign and transfer to the
         ------------------------
Company his entire right,  title and interest in and to all  Inventions (as used
in this  Agreement,  "Inventions"  shall include,  but not be limited to, ideas,
improvements, designs and discoveries), whether or not patentable and whether or
not reduced to practice,  made or conceived by Dr. Mannino  (whether made solely
by Dr. Mannino or jointly with others)  during the period Dr.  Mannino  performs
services for the Company  which relate in any manner to cochleate or other forms
of  delivery  technologies  or to the actual or  anticipated  business,  work or
research and development of the Company or its affiliates, or result from or are
suggested  by any task  assigned  to Dr.  Mannino or any work  performed  by Dr.
Mannino for or on behalf of the Company or any of its affiliates. All Inventions
are the sole property of the Company.  The terms of this paragraph shall survive
termination of this Agreement.


     8. Disclosure of Inventions: Patents. In connection with Inventions:
        ---------------------------------

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<PAGE>


     (a) Dr.  Mannino will  disclose all  Inventions  promptly in writing to the
person to whom Dr. Mannino reports at the Company,  with a copy to the President
of the  Company,  in order to permit the Company to enjoy rights to which it may
be entitled under this Agreement.

     (b) Dr. Mannino will, at the Company's  request  promptly execute a written
assignment  of title to the  Company for any  Invention,  and Dr.  Mannino  will
preserve any Invention as confidential information of the Company: and

     (c) Upon  request,  Dr.  Mannino will assist the Company or its nominee (at
the  Company's  expense)  during  and at any time  subsequent  to Dr.  Mannino's
performance of services for the Company in every reasonable way in obtaining for
its own benefit patents and copyrights' for Inventions in any and all countries,
which  Inventions  shall be and remain the sole and  exclusive  property  of the
Company or its nominee, whether or not patented or copyrighted. Dr. Mannino will
execute  such  papers and perform  such  lawful acts as the Company  deems to be
necessary to allow it to exercise all rights, title and interest in such patents
and copyrights.

     The terms of this paragraph shall survive termination of this Agreement.

     9. Execution of Documents.  In connection  with paragraph 8(c), Dr. Mannino
        ----------------------
will execute, acknowledge and deliver to the Company or its nominee upon request
and at its expense all such documents,  including  applications  for patents and
copyrights and  assignments  of inventions,  patents and copyrights to be issued
therefore,  as the Company may determine necessary or desirable to apply for and
obtain letters,  patents,  and copyrights on Inventions in any and all countries
and/or to protect the  interest  of the  Company or its  nominee in  Inventions,
patents and  copyrights and to vest title thereto in the Company or its nominee.
The terms of this paragraph shall survive termination of this Agreement.

     10. Maintenance of Records. Dr. Mannino will keep and maintain adequate and
         ----------------------
current  written  records of all Inventions  made by Dr. Mannino (in the form of
notes, sketches, drawings and as may be specified by the Company), which records
shall be available to and remain the sole property of the Company at all times.

     11.  Prior  Inventions.  It is  understood  that  all  Inventions,  if any,
          -----------------
patented or unpatented  which Dr. Mannino made prior to the time the Company and
Dr. Mannino began to consider Dr. Mannino's possible performance of services are
excluded from the scope of the Agreement . To preclude any possible uncertainty,
Dr.  Mannino has set forth on Exhibit B attached  hereto a complete  list of all
such prior inventions, including numbers of all patents and patent applications,
and a brief description of all unpatented  inventions which are not the property
of  another  party  (including,   without   limitation  a  current  or  previous
contracting  party). The list is complete with the exception of the pre-existing
patents  which Dr.  Mannino has  assigned to the  Universities  and to which the
Company is the exclusive licensee and if no items are included on Exhibit B, Dr.
Mannino has no such prior  inventions.  Dr.  Mannino  will notify the Company in


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<PAGE>

writing  before Dr.  Mannino makes any disclosure or performs any work on behalf
of the Company which appears to threaten or conflict with proprietary rights Dr.
Mannino  claims in any such  invention  or idea.  In the event of Dr.  Mannino's
failure to give such notice,  Dr. Mannino will make no claim against the Company
with respect to any such inventions or ideas.  The terms of this paragraph shall
survive termination of this Agreement.

     12.  Competition - For purposes of this  Agreement  "Competitive  Activity"
          -----------
shall  mean the  development,  manufacturing  or sale of any  lipid  based  drug
delivery system.

                  a.  Dr.  Mannino  will not do,  or  intend  to do,  any of the
following,  either directly or indirectly,  during Dr. Mannino's employment with
the  Company  and  during  the  period of three (3)  years  after Dr.  Mannino's
cessation of employment  with the Company,  anywhere in the world.  In the event
that Dr. Mannino improperly  competes with the Company,  the period during which
he engages in such competition  shall not be counted in determining the duration
of the the three (3) year non-compete restriction.

          i. Own,  manage,  operate,  control,  consult  for,  be an  officer or
     director  of,  work for, or be  employed  in any  capacity by any  company,
     eleemosynary   institution  or  any  other  business,   entity,  agency  or
     organization  which is in any way  involved in the  research,  development,
     distribution,  sale or  commercialization  of  lipid  based  drug  delivery
     technologies.  Provided, however, that during his employment by the company
     and during his non-compete period follwing departure from the company,  the
     employee may serve as a director,  consultant,  or scientific advisor of an
     entity  that is  either a BDSI  licensee  and for  non-licensees  for which
     capacity the employee has the written permission of the Board of BDSI.

          ii. Solicit prior or current  customers of the Company or any entities
     with which the  Company  has  undertaken  joint  studies  or  developmental
     activities  for any purpose in  competition  (as defined  herein)  with the
     Company; or

          iii.  Solicit  any then  current  employees  employed  by the  Company
     without the Company's consent.

          Dr. Mannino and Company agree that the phrase "Dr. Mannino's cessation

of  employment  with  the  Company"  as used in this  Agreement,  refers  to any

separation   from  his   employment  at  the  Company   either   voluntarily  or

involuntarily,  either with cause or without cause, or whether the separation is

at the behest of the Company or Dr. Mannino (hereinafter referred to and defined

as "Dr.  Mannino's  Cessation of  Employment")  provided,  however,  that if Dr.

Mannino's  employment  contract  is  terminated  by the  Company  without  cause

pursuant  to  Section  4.2,  Dr.  Mannino's  non-compete  will be  limited  to a


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<PAGE>


for-profit  business  and shall be for a period  equal to the greater of (i) one

year from termination or (ii) correspond to the compensation period for which he

is receiving  compensation,  in accordance with Section 4.2., which  non-compete

period can be extended by the Company with the additional payment to Dr. Mannino

on a pro rata basis at the rate of $210,000 per year.  Nothing in this agreement

shall  preclude  him  from  employment  at  a  not-for-profit   (University)  or

governmental  institution).  Provided  that no for-profit  business  involved in

lipid-based  drug  delivery  directly  or  indirectly  derives a benfit from Dr.

Mannino's employment.

                  b. This Agreement expressly authorizes and permits Dr. Mannino
to continue  his  present  relationship  with the  University  of  Medicine  and
Dentistry of New Jersey  provided  Dr.  Mannino  assign any salary  compensation
received from the University of Medicine and Dentistry of New Jersey over to the
Company.  Dr. Mannino's  participation in licensing income from the pre-existing
exclusive  license  between  the Company and the  Universities  is  specifically
excluded from this  assignment of income to the Company and said royalty  income
shall belong to Dr. Mannino.

     13. Other Obligations.
         -----------------

          (a) Dr.  Mannino  acknowledges  that the Company from time to time may
     have agreements with other persons or with the U.S. Government, or agencies
     thereof,  which impose obligations or restrictions on the Company regarding
     inventions  made  during the course of work  thereunder  or  regarding  the
     confidential  nature of such work.  Dr.  Mannino  will be bound by all such
     obligations  and  restrictions  and  will  take  all  action  necessary  to
     discharge the obligations of the Company thereunder.

          (b) All of Dr.  Mannino's  obligations  under this Agreement  shall be
     subject to any  applicable  agreements  with,  and  policies  issued by the
     Company to which Dr. Mannino is subject.

     14. Trade Secrets of Others.  Dr.  Mannino  represents  that Dr.  Mannino's
         -----------------------
performance  of all the terms of this  Agreement as employee to the Company does
not and  will  not  breach  any  agreement  to keep  in  confidence  proprietary
information,  knowledge  or data  acquired by Dr.  Mannino in  confidence  or in
trust, and Dr. Mannino will not disclose to the Company,  or the Company to use,
any confidential or proprietary  information or material  belonging to any other
person or entity. Dr. Mannino will not enter into any agreement,  either written
or oral, which is in conflict with this Agreement.

     15.  Injunctive  Relief.  Dr.  Mannino  acknowledges  that  any  breach  or
          ------------------
attempted  breach by Dr. Mannino of this Agreement or any provision hereof shall
cause the Company  irreparable harm for which any adequate  monetary remedy does


                                       25
<PAGE>

not exist.  Accordingly,  in the event of any such breach or threatened  breach,
the Company shall be entitled to obtain injunctive relief, without the necessity
of posting a bond or other surety, restraining such breach or threatened breach.

     16. Modification.  This Agreement may not be changed,  modified,  released,
         ------------
discharged,  abandoned,  or otherwise amended, in whole or in part, except by an
instrument in writing,  signed by Dr. Mannino and by the Company. Any subsequent
change  or  changes  in Dr.  Mannino's  relationship  with  the  Company  or Dr.
Mannino's compensation shall not affect the validity or scope of this Agreement.

     17. Entire Agreement.  Dr. Mannino  acknowledges receipt of this Agreement,
         ----------------
and agrees that with respect to the subject matter thereof,  it is Dr. Mannino's
entire  agreement  with the Company,  superseding  any previous  oral or written
communications,  representations,  understandings with the Company or any office
or representative thereof.

     18.  Severability.  In the event that any  paragraph  or  provision of this
          ------------
Agreement  shall be held to be illegal or  unenforceable,  the entire  Agreement
shall not fall on account thereof,  but shall otherwise remain in full force and
effect,  and such paragraph or provision shall be enforced to the maximum extent
permissible.

     19.  Successors  and  Assigns.  This  Agreement  shall be binding  upon Dr.
          ------------------------
Mannino's heirs, executors, administrators or other legal representatives and is
for the benefit of the Company, its successors and assigns.

     20.  Governing  Law.  This  Agreement  shall be governed by the laws of the
          --------------
State of New Jersey  except for any  conflicts  of law rules  thereof that might
direct the application of the substantive law of another state.

     21. Counterparts. This Agreement may be signed in two counterparts, each of
         ------------
which shall be deemed an original  and both of which shall  together  constitute
one agreement.

     22. Arbitration.  In the event that the Company or Dr. Mannino,  his spouse
         -----------
or any other person claiming benefits on behalf of or through Dr. Mannino, has a

dispute or claim  based upon this  Agreement  including  the  interpretation  or

application  of the  terms  and  provisions  of this  Agreement,  the  sole  and

exclusive remedy is for that party to submit the dispute to binding  arbitration

in  accordance  with  the  rules  of  arbitration  of the  American  Arbitration

Association in New Jersey. Any arbitrator selected to arbitrate any such dispute

will have the power to interpret this Agreement.  Any  determination or decision

by the  arbitrator  shall be binding upon the parties and may be enforced in any



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court of law. The expenses of the arbitrator will be paid 50% by the Company and

50% by Dr. Mannino,  his spouse or other person, as the case may be. The parties

agree that this arbitration provision does not apply to the right of Dr. Mannino

to  file  a  charge,  testify,  assist  or  participate  in  any  manner  in  an

investigation,  hearing or proceeding  before the Equal  Employment  Opportunity

Commission  or any  other  agency  pertaining  to any  matters  covered  by this

Agreement and within the jurisdiction of the agency.

     23. No Waiver.  No waiver by the Company of any breach of this Agreement by
         ---------
Dr. Mannino shall constitute a waiver of any subsequent breach.

     24.  Notice.  Any notice hereby  required or permitted to be given shall be
          ------
sufficiently  given if in writing and upon  mailing by  registered  or certified
mail,  postage  prepaid,  to either  party at the  address of such party or such
othis address as shall have been  designated by written  notice by such party to
the other party.





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EXECUTED as of the date set forth below.

Dated:  September 1, 2002
        -----------------


                                  BIODELIVERY SCIENCES INTERNATIONAL, INC.


                                  By:   /s/ Francis E. O'Donnell, Jr.
                                       --------------------------------------
                                       Name:    Francis E. O'Donnell, Jr.
                                       Title:   President, CEO



                                               /s/ Raphael J. Mannino
                                       -----------------------------------
                                                Dr. Raphael J. Mannino, Ph.D.




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<PAGE>


                                    EXHIBIT A

                              ORGANIZATIONAL CHART


                               [GRAPHIC OMITTED]














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<PAGE>


                                    EXHIBIT B
                                    ---------

                                PRIOR INVENTIONS

BIODELIVERY SCIENCES INTERNATIONAL, INC. (the "Company")

Gentlemen:

The following is a complete list of all inventions or improvements  patented or,
unpatented, that have been made or conceived or first reduced to practice by the
undersigned  alone or jointly  with others prior to the time the Company and the
undersigned  first began to consider the  undersigned's  performance of services
for  the  Company.   The  undersigned  desires  to  remove  the  inventions  and
improvements listed, if any, from the operation of the foregoing Agreement.

Check one:

                  No inventions or improvements.
-------

   X     As follows:
-------


United States Patent                                                   6,048,531
Mannino ,   et al.                                                April 11, 2000
________________________________________________________________________________

Immunogenic   composites  capable  of  stimulating  production  of  anti-peptide
antibodies,  pharmaceutical  compositions employing these composites and methods
of selectively inducing production of anti-peptide antibodies




                  Additional sheets attached.
---------


Dated:      September 1, 2002                    /s/Raphael J. Mannino
       -----------------------------        ------------------------------------
                                                 Raphael J. Mannino, Ph.D.



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