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                                                                   EXHIBIT 10.42

                             MODIFICATION AGREEMENT

       THIS MODIFICATION AGREEMENT, dated as of December 1, 1999, by and among
STAR SCIENTIFIC, INC., a Delaware corporation (the "Company"), JONNIE R.
WILLIAMS ("Mr. Williams"), and PAUL L. PERITO, ESQUIRE ("Executive").

Recitals

       A.     The Company, Mr. Williams and Executive are parties to that
certain Star Scientific, Inc. Executive Employment Agreement, dated as of April
27, 1999 (The "Employment Agreement"), pursuant to which Executive was employed
by the Company as General Counsel, Executive Vice President and Secretary of the
Company. Certain of the Company's obligations to Executive are secured by the
terms of that certain Pledge Agreement, dated as of April 27, 1999 (the "Pledge
Agreement"), from Mr. Williams in favor of Executive.

       B.     The Company has elected Executive as President and Chief Operating
Officer of the Company, and Executive has accepted such offices, subject to and
in accordance with the terms set forth in this Modification Agreement, on or
about November 20, 1999 (pursuant to a vote at a duly constituted meeting of the
Board of Directors of the Company), to commence duties on or before December 1,
1999.

Agreement

       NOW, THEREFORE, in consideration of these premises, the mutual covenants
and agreements of the parties hereunder, and for other good and valuable
consideration the sufficiency and receipt of which are hereby acknowledged, the
parties hereto hereby agree as follows:

              1.     Employment Agreement. The Employment Agreement is modified
and amended as follows:

              a.     Section 1.a. is deleted and replaced with the following:

                            a.     Position. The Company hereby employs
                     Executive, and Executive hereby accepts employment with the
                     Company, as President and Chief Operating Officer of the
                     Company.

              b.     Section 1.b. is deleted and replaced with the following:

                            b.     Duties. Executive agrees to devote his best
                     efforts, and shall have primary responsibility within the
                     Company, to oversee and manage (i) development and
                     management of the intellectual property, including all
                     matters relating to science and technology related to the
                     Company's business and all related research and
                     development, (ii) legal affairs of the Company, including
                     all matters concerning the Company's corporate governance
                     and structure, securities laws and other regulatory
                     compliance, employment laws compliance and counseling,
                     contract negotiation and dispute resolution, and litigation
                     involving the Company,


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                     (iii) financial affairs of the Company, (iv) government
                     relations and lobbying concerning the Company's business
                     and affairs, (v) public and investor relations concerning
                     the Company's business and affairs, and (vi) such other
                     duties, including management and oversight functions,
                     consistent with the foregoing, assigned to him by the Board
                     of Directors of the Company (the "Board of Directors").
                     Executive shall perform his duties in a trustworthy,
                     businesslike and loyal manner.

                     c.     Section 1.g. is modified by replacing the phrase
       "seventy percent (70%)" with "ninety percent (90%)" and by replacing the
       phrase "thirty percent (30%)" with "ten percent (10%)", in the first
       sentence of Section 1.g.

                     d.     Section 1.h. is modified by replacing the phrase
       "thirty percent (30%)" with "ten percent (10%)" everywhere such phrase is
       found in Section 1.h.

                     e.     Section 1.i is modified by replacing the phrase
       "June 15, 20002" with "December 1, 2002."

                     f.     Section 2.a. is modified by replacing the phrase
       "Six Hundred Thousand Dollars ($600,000)" with "One Million Two Hundred
       Thousand Dollars ($1,200,000)."

                     g.     Except as expressly modified above in Sections
       1.a.-1.f., all of the terms of the Employment Agreement are hereby
       ratified and confirmed and remain in full force and effect.

              2.     Pledge Agreement. Mr. Williams hereby ratifies and confirms
the terms of the Pledge Agreement which is hereby ratified and confirmed and
remains in full force and effect.

              3.     Governing Law. This Agreement shall in all respects be
construed according to the laws of the Commonwealth of Virginia, without regard
to its conflict of laws principles.

              4.     Counterparts. This Agreement may be executed in any number
of counterparts, each of which may be executed by less than all of the parties
to this Agreement, each of which shall be enforceable against the parties
actually executing such counterparts, and all of which together shall constitute
one instrument.

              5.     Signatures. The parties shall be entitled to rely upon and
enforce a facsimile of any authorized signatures as if it were the original.


                         [Signatures on following page.]


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       IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.


                                              COMPANY:

                                              STAR SCIENTIFIC, INC.


                                              By:_________________________[SEAL]
                                                 Jonnie R. Williams
                                                 Chief Executive Officer


                                              Mr. Williams:


                                              ____________________________[SEAL]
                                              Jonnie R. Williams


                                              EXECUTIVE


                                              ____________________________[SEAL]
                                              Paul L. Perito