Employment
        Agreement

      


      THIS
        EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of September
        1, 2007 and is effective as of August 22nd,
        2007
        (the “Effective Date”) by and between
        Cornerstone Pharmaceuticals, Inc., a
        New
        York corporation, with an office located at 1 Duncan Drive Cranbury NJ 08512
        (the “Company”) and Clifford H. Straub, Jr.  an
        individual with an address 24 Deerfield Road, Mendham, NJ 07945 (“[EMPLOYEE]”).

      


      WHEREAS,
        the Company is in the business of researching,
        developing and commercializing unique, value-added, cancer chemotherapies
        for
        the most difficult to treat cancers
        (the
        Company's Business); and

      


      WHEREAS,
        EMPLOYEE has had significant experience in the financial operations of
        pharmaceutical and biotech companies; and

      


      WHEREAS,
        the Company desires to retain the services of EMPLOYEE; and

      


      WHEREAS,
        EMPLOYEE is willing to be employed by the Company.

      


      NOW,
        THEREFORE, in consideration of the mutual covenants contained herein, the
        parties agree as follows:

      


      EMPLOYEE
        is hereby employed and engaged to serve the Company as the Chief Financial
        Officer, and Vice President of the Company or such additional titles as the
        Company shall specify from time to time, though no change is to be made to
        title
        and any related duties without the explicit written approval of the EMPLOYEE,
        and EMPLOYEE does hereby accept, and EMPLOYEE hereby agrees to such engagement
        and employment. 

      


      1.
        Duties.
        EMPLOYEE
        shall be responsible for the overall financial and accounting needs of the
        Company. In addition, EMPLOYEE’s duties shall be such duties and
        responsibilities as the Company’s Board of Directors shall specify from time to
        time, and shall entail those duties customarily performed by the Chief Financial
        Officer of a similarly situated company EMPLOYEE shall diligently and faithfully
        execute and perform such duties and responsibilities, subject to the general
        supervision and control of the Company’s Board of Directors. EMPLOYEE shall be
        responsible and report only to the Company’s Board of Directors, in its sole and
        absolute discretion, shall determine EMPLOYEE’s duties and responsibilities and
        may assign or reassign EMPLOYEE to such duties and responsibilities as it
        deems
        in the Company's best interest. EMPLOYEE shall devote his full-time attention,
        energy, and skill during normal business hours to the business and affairs
        of
        the Company and shall not, during the Employment Term, as that term is defined
        below, be actively engaged in any other business activity, except with the
        prior
        written consent of the Company’s Board of Directors. 

      


      Nothing
        in this Agreement shall preclude EMPLOYEE from devoting reasonable periods
        required for:

      


      
        	 	
                (a)

              	
                serving
                  as a director or member of a committee of any organization or corporation
                  involving no conflict of interest with the interests of the
                  Company;

              


      

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      
        	 	
                (b)

              	
                serving
                  as a consultant in his area of expertise (in areas other than in
                  connection with the Company’s Business), to government, industrial, and
                  academic panels where it does not conflict with the interests of
                  the
                  Company; and

              


      

      


      
        	 	
                (c)

              	
                managing
                  his personal investments or engaging in any other non-competing
                  business;
                  provided
                  that such activities do not materially interfere with the regular
                  performance of his duties and responsibilities under this Agreement
                  as
                  determined by the Company.

              


      

      


      2.
        Best Efforts of EMPLOYEE.
        During
        his employment hereunder, EMPLOYEE shall, subject to the direction and
        supervision of the Company’s Board of Directors, devote his full business time,
        best efforts, business judgment, skill, and knowledge to the advancement
        of the
        Company's interests and to the discharge of his duties and responsibilities
        hereunder. 

      


      3.
        Employment Term.
        Unless
        terminated pursuant to Section 12 of this Agreement, the term of this Agreement
        shall commence as of the Effective Date of this Agreement and shall continue
        for
        a term of twenty nine (29) months (the “Initial Term”), and shall be
        automatically renewed for successive two (2) year terms (the “Renewal Term”)
        unless a party hereto notifies the other that it does not wish to renew the
        Agreement at least 30 days prior to the expiration of the then current term
        (the
        terms “Initial Term” and “Renewal Term” are collectively hereinafter referred to
        as the “Employment Term”). 

      


      5.
        Compensation of EMPLOYEE. 

      


      
        	 	
                (a)

              	
                Base
                  Compensation.
                  As
                  compensation for the services provided by EMPLOYEE under this Agreement,
                  the Company shall pay EMPLOYEE an annual salary of One Hundred
                  and Fifty
                  Thousand Dollars ($150,000) (the “Base Compensation”). The Base
                  Compensation shall be reviewed each year and may be increased in
                  the sole
                  discretion of the Company’s Board of Directors (or its Audit
                  Committee).Compensation Committee).  The compensation of EMPLOYEE
                  under this Section shall be paid in accordance with the Company's
                  usual
                  payroll procedures. EMPLOYEE is also eligible to receive a bonus
                  per the
                  discretion of the Company’s Board of Directors.


              


      

      


      
        	 	
                (b)

              	
                IPO
                  Bonus.
                  Upon the completion of an underwritten Initial Public Offering
                  of the
                  Company's shares, the Company shall increase the Base Compensation
                  of the
                  EMPLOYEE by $25,000. 

              


      

      


      


      
        	 	
                (c)

              	
                Incentive
                  Stock and Stock Options.
                  EMPLOYEE shall also be eligible to receive shares of the Company’s
                  authorized common stock and options to purchase shares of the Company’s
                  authorized common stock in accordance with the terms of the 2005
                  Cornerstone Pharmaceuticals, Inc, Incentive Stock Plan
                  .

              


      

      


      5.
        Benefits. EMPLOYEE
        shall be entitled to participate in any and all Company benefit plans, from
        time
        to time, in effect for employees of the Company. Such participation shall
        be
        subject to the terms of the applicable plan documents and generally applicable
        Company policies.

       

      
        
           

        

        
          2

          
            

          

        

        
           

        

      

       

      6.
        Vacation, Sick Leave and Holidays.
        EMPLOYEE
        shall be entitled to four (4) weeks of paid vacation, with such vacation
        to be
        scheduled and taken in accordance with the Company's standard vacation policies.
        In addition, EMPLOYEE shall be entitled to such sick leave and holidays at
        full
        pay in accordance with the Company's policies established and in effect from
        time to time.

      


      7.
        Business Expenses.
        The
        Company shall reimburse EMPLOYEE for all reasonable out-of-pocket business
        expenses incurred in performing EMPLOYEE’s duties and responsibilities hereunder
        in accordance with the Company's policies, provided EMPLOYEE promptly furnishes
        to the Company adequate records of each such business expense.

      


      8.
        Location of EMPLOYEE's Activities. EMPLOYEE’s
        principal place of business in the performance of his duties and obligations
        under this Agreement shall be determined by the Board of Directors within
        the Central New Jersey area.  Notwithstanding
        the preceding sentence, EMPLOYEE will engage in such travel and spend such
        time
        in other places as may be necessary or appropriate in furtherance of his
        duties
        hereunder.

      


      9.
        Confidentiality.
        EMPLOYEE
        recognizes that the Company has and will have business affairs, products,
        future
        plans, trade secrets, customer lists, and other vital, non-publicly disclosed
        information (collectively "Confidential Information") that are valuable assets
        of the Company. EMPLOYEE agrees that he shall not at any time or in any manner,
        either directly or indirectly, divulge, disclose, or communicate, or use
        in any
        manner (except in performance of his services to the Company pursuant to
        the
        terms of this Agreement) any Confidential Information to any third party
        without
        the prior written consent of the Company’s Board of Directors. EMPLOYEE will
        protect the Confidential Information and treat it as strictly
        confidential.

      


      10. Non-Competition.
        EMPLOYEE
        acknowledges that he has gained, and will gain extensive knowledge in the
        business conducted by the Company and has had, and will have, extensive contacts
        with customers of the Company. Accordingly, EMPLOYEE agrees that he shall
        not
        compete directly or indirectly with the Company, either during the Employment
        Term or during the twelve
        (12)
        month
        period immediately after the termination of EMPLOYEE’s employment under Section
        11 and shall not, during such period, make public statements in derogation
        of
        the Company. For the purposes of this Section 11, competing directly or
        indirectly with the Company shall mean engaging, directly or indirectly,
        as
principal
        owner,
        officer, partner, consultant, advisor, or otherwise, either alone or in
        association with others, in the operation of any entity engaged in the Company's
        Business. Other than in the connection with a legal proceeding or a proceeding
        of a regulatory body EMPLOYEE and Company shall not, for a 5 year period
        after
        the Employment Term, make public statements in derogation of the other.


      


      11.
        Termination.
        Notwithstanding any other provisions hereof to the contrary, EMPLOYEE’s
        employment hereunder shall terminate under the following
        circumstances:

      


      
        	 	
                (a)

              	
                Voluntary
                  Termination by EMPLOYEE.
                  EMPLOYEE shall have the right to voluntarily terminate this Agreement
                  and
                  his employment hereunder at any time during the Employment Term.
                  

              


      

       

      
        
           

        

        
          3

          
            

          

        

        
           

        

      

       

      
        	 	
                (b)

              	
                Termination
                  by EMPLOYEE for GOOD REASON. EMPLOYEE
                  shall have the right to terminate this Agreement upon 30 days notice
                  to
                  Company for Good Reason, which shall not be affected by the EMPLOYEE's
                  incapacity due to physical or mental illness. The EMPLOYEE's continued
                  employment shall not constitute consent to, or a waiver of rights
                  with
                  respect to, any circumstance constituting Good Reason hereunder
                  though
                  EMPLOYEE shall provide notice to the Company within 60 days of
                  such
                  material adverse change constituting GOOD REASON. GOOD REASON shall
                  mean
                  the occurrence, without the EMPLOYEE's express written consent,
                  of any of
                  the following circumstances unless, in the case of paragraphs (i)
                  through
                  (iv), such circumstances are fully corrected prior to the Date
                  of
                  Termination specified in the Notice of Termination given in respect
                  thereof which shall be no less than twenty (20)
                  days:

              


      

       

      (i) the
        assignment to the EMPLOYEE of any significant duties materially inconsistent
        with the EMPLOYEE's status as a senior executive officer of the Company or
        a
        materially adverse alteration in the nature or status of the EMPLOYEE's
        responsibilities;

      


      (ii) the
        relocation of the Company's principal executive offices to a location outside
        the Metropolitan New York or New Jersey area or the Company's requiring the
        EMPLOYEE to be based anywhere other than the Company's principal executive
        offices, excluding required travel on the Company's business to an extent
        materially consistent with the EMPLOYEE's present business travel obligations;
        

      


      (iii) the
        act
        by the Company, without the EMPLOYEE's consent, to reduce by more than 10%
        any
        portion of the EMPLOYEE's current compensation except pursuant to an
        across-the-board compensation deferral similarly affecting all senior executives
        of the Company and all senior executives of any person in control of the
        Company, or failure to pay to the EMPLOYEE any portion of an installment
        of
        deferred compensation under any deferred compensation program of the Company,
        within seven (7) days of the date such compensation is due; 

      


      (iv) the
        material breach by the Company of any material term of this
        Agreement.


      


      
        	 	
                (c)

              	
                Voluntary
                  Termination by the Company. The
                  Company shall have the right to voluntarily terminate this Agreement
                  and
                  EMPLOYEE’s employment hereunder at any time during the Employment
                  Term.

              


      

      


      
        	 	
                (d)

              	
                Termination
                  for Cause.
                  The Company shall have the right to terminate this Agreement and
                  EMPLOYEE’s employment hereunder at any time for cause. As used in this
                  Agreement, "cause" shall mean refusal by EMPLOYEE to implement
                  or adhere
                  to lawful policies or directives of the Company’s Board of Directors, in
                  accordance with the terms and conditions of this Agreement, breach
                  of this
                  Agreement, EMPLOYEE’s conviction of a felony, other conduct of a criminal
                  nature as determined by governmental authorities that may have
                  a material
                  adverse impact on the Company's reputation, breach of fiduciary
                  duty or
                  the criminal misappropriation by EMPLOYEE of funds from or resources
                  of
                  the Company. Cause shall not be deemed to exist unless the Company
                  shall
                  have first given EMPLOYEE a written notice thereof specifying in
                  reasonable detail the facts and circumstances alleged to constitute
                  "cause" and thirty (30) days after such notice such conduct has,
                  or such
                  circumstances have, as the case may be, not entirely ceased and
                  not been
                  entirely remedied to the reasonable satisfaction of the
                  Company.

              


      

       

      
        
           

        

        
          4

          
            

          

        

        
           

        

      

       

      
        	 	
                (e)

              	
                Termination
                  Upon Death or for Disability.
                  This Agreement and EMPLOYEE’s employment hereunder, shall automatically
                  terminate upon EMPLOYEE’s death or upon written notice to EMPLOYEE and
                  certification of EMPLOYEE’s disability by a qualified physician or a panel
                  of qualified physicians if EMPLOYEE will be disabled continuously
                  beyond a
                  period of twelve (12) months and will be unable to perform the
                  duties
                  contained in this Agreement. 

              


      

      


      
        	 	
                (f)

              	
                Effect
                  of Termination.
                  In
                  the event that this Agreement and EMPLOYEE’s employment is voluntarily
                  terminated by EMPLOYEE pursuant to Section 11(a), or in the event
                  the
                  Company voluntarily terminates this Agreement pursuant to Section
                  11(d)
                  all obligations of the Company shall cease except for the obligations
                  of
                  both parties under Section 17. In the event that this Agreement
                  and
                  EMPLOYEE’s employment is terminated under Sections 11(a) through 11(e) all
                  duties, responsibilities and obligations of EMPLOYEE under this
                  Agreement
                  shall cease except for the restrictions and/or obligations of Sections
                  9,
                  10, 11 and 17. 

              


      

      


      (i)Upon
        such termination pursuant to Sections 11(b), Termination by EMPLOYEE for
        GOOD
        REASON or 11(c), Voluntary Termination by the Company, the Employee shall
        receive all accrued Base Compensation through the date of termination plus
        all
        accrued vacation pay and bonuses, if any, plus twelve (12) months of the
        annualized salary based on the EMPLOYEE’s
        Base
        Compensation including benefits such as health and other insurance benefits
        made
        available to Company employees or made available to the company by its
        professional employer organization for terminated employees as the case may
        be
        (provided
        that the
        EMPLOYEE shall not be entitled to any benefits under this Section 11 (f)(i)
        while the EMPLOYEE is a full-time employee of any other company providing
        reasonably similar benefits) as severance compensation. In the event the
        termination under section 11(b) occurs within twelve (12) months of a Change
        of
        Control (which shall mean any merger, consolidation, sale of assets or other
        similar transaction or series of transactions involving the Company, which
        excludes any transaction or transactions following which the Company or its
        stockholders continue to own a majority of the combined voting power of the
        outstanding securities of the corporation or other entity surviving or
        succeeding to the business of the Company, then the severance compensation
        shall
        be increased to eighteen (18) months of Employee’s Base Compensation.


      


      (ii)In
        the event this Agreement is terminated upon the death or disability of EMPLOYEE
        pursuant to Section 11(e),
        EMPLOYEE
        shall be entitled to all compensation and
        benefits pursuant
        to Section 5 of this
        Agreement
        for the
        period between the effective termination date to the end of the Employment
        Term
        (up to a maximum of twelve
        (12)
        months
        pay) pursuant to Section 4. Payment will be made to EMPLOYEE or EMPLOYEE’s
        appointed trustee. 

       

      
        
           

        

        
          5

          
            

          

        

        
           

        

      

       

      12.
        Resignation as Officer.
        In the
        event that EMPLOYEE’s employment with the Company is terminated for any reason
        whatsoever, EMPLOYEE agrees to immediately resign as an officer and/or director
        of the Company and any related entities. For the purposes of this Section
        13,
        the term the "Company" shall be deemed to include subsidiaries, parents,
        and
        affiliates of the Company. 

      


      13.No
        Mitigation. The
        Company agrees that, if the EMPLOYEE's employment is terminated during the
        term
        of this Agreement, the EMPLOYEE is not required to seek other employment
        or to
        attempt in any way to reduce any amounts payable and benefits due to the
        EMPLOYEE by the Company under this Agreement. However benefits payable by
        the
        Company on behalf of the EMPLOYEE shall be replaced by the benefit plan earned
        by the EMPLOYEE if EMPLOYEE has accepted a full time employment with another
        company.

      


      14.
        Governing Law, Jurisdiction and Venue.
        This
        Agreement shall be governed by and construed in accordance with the laws
        of the
        State of Incorporation of the Company without giving effect to any applicable
        conflicts of law provisions.

      


      15.
        Business Opportunities.
        During
        the Employment Term EMPLOYEE agrees to bring to the attention of the Company’s
        Board of Directors all written business proposals that come to EMPLOYEE’s
        attention and all business or investment opportunities of whatever nature
        that
        are created or devised by EMPLOYEE and that relate to areas in which the
        Company
        conducts business and might reasonably be expected to be of interest to the
        Company or any of its subsidiaries.

      


      16.
        Employee’s Representations and Warranties.
        EMPLOYEE
        hereby represents and warrants that he is not under any contractual obligation
        to any other company, entity or individual that would prohibit or impede
        EMPLOYEE from performing his duties and responsibilities under this Agreement
        and that he is free to enter into and perform the duties and responsibilities
        required by this Agreement. EMPLOYEE hereby agrees to indemnify and hold
        the
        Company and its officers, directors, employees, shareholders and agents harmless
        in connection with the representations and warranties made by EMPLOYEE in
        this
        Section 16.

       

      17.
        Indemnification.

      


      
        	 	
                (a)

              	
                The
                  Company agrees that if EMPLOYEE is made a party, or is at any time
                  threatened to be made a party, to any action, suit or proceeding,
                  whether
                  civil, criminal, administrative or investigative (a "Proceeding"),
                  by
                  reason of the fact that he is or was a director, officer or employee
                  of
                  the Company or is or was serving at the request of the Company
                  as a
                  director, officer, member, employee or agent of another corporation,
                  partnership, joint venture, trust or other enterprise, including
                  service
                  with respect to employee benefit plans, whether or not the basis
                  of such
                  Proceeding is EMPLOYEE’s alleged action in an official capacity while
                  serving as a director, officer, member, employee or agent, EMPLOYEE
                  shall
                  be indemnified and held harmless by the Company to the fullest
                  extent
                  permitted or authorized by the Company's certificate of incorporation
                  or
                  bylaws or, if greater, by the laws of the State of New York, or
                  the
                  Company’s State of Incorporation (whichever is broader), against all cost,
                  expense, liability and loss (including, without limitation, attorney's
                  fees, judgments, fines, ERISA excise taxes or penalties and amounts
                  paid
                  or to be paid in settlement) reasonably incurred or suffered by
                  EMPLOYEE
                  in connection therewith, and such indemnification shall continue
                  as to
                  EMPLOYEE even if he has ceased to be a director, member, employee
                  or agent
                  of the Company or other entity and shall inure to the benefit of
                  EMPLOYEE’s heirs, executors and administrators. The Company shall advance
                  to EMPLOYEE or to his heirs, executors and administrators to the
                  extent
                  permitted by law all reasonable costs and expenses which may be
                  reasonably
                  incurred by him in connection with a Proceeding within 20 days
                  after
                  receipt by the Company of a written request, with appropriate
                  documentation, for such advance. Such request shall include an
                  undertaking
                  by EMPLOYEE or EMPLOYEE’s heirs, executors and administrators to repay the
                  amount of such advance if it shall ultimately be determined that
                  EMPLOYEE
                  or his heirs, executors and administrators is not entitled to be
                  indemnified against such costs and
                  expenses.

              


      

       

      
        
           

        

        
          6

          
            

          

        

        
           

        

      

       

      
        	 	
                (b)

              	
                Neither
                  the failure of the Company (including its Board of Directors, independent
                  legal counsel or stockholders) to have made a determination prior
                  to the
                  commencement of any proceeding concerning payment of amounts claimed
                  by
                  EMPLOYEE that indemnification of EMPLOYEE is proper because he
                  has met the
                  applicable standard of conduct, nor a determination by the Company
                  (including its board of directors, independent legal counsel or
                  stockholders) that EMPLOYEE has not met such applicable standard
                  of
                  conduct, shall create a presumption that EMPLOYEE has not met the
                  applicable standard of conduct.

              


      

      


      
        	 	
                (c)

              	
                The
                  Company agrees to continue and maintain appropriate
                  directors' and officers' liability insurance policy covering EMPLOYEE
                  to
                  the extent the Company provides such coverage for its other executive
                  officers.

              


      

      


      
        	 	
                (d)

              	
                Promptly
                  after receipt by EMPLOYEE of notice of any claim or the commencement
                  of
                  any action or proceeding with respect to which EMPLOYEE is entitled
                  to
                  indemnity hereunder, EMPLOYEE shall notify the Company in writing
                  of such
                  claim or the commencement of such action or proceeding, and the
                  Company
                  shall (i) assume the defense of such action or proceeding, (ii)
                  employ
                  counsel reasonably satisfactory to EMPLOYEE, and (iii) pay the
                  reasonable
                  fees and expenses of such counsel. Notwithstanding the preceding
                  sentence,
                  EMPLOYEE shall be entitled to employ counsel separate from counsel
                  for the
                  Company and from any other party in such action if EMPLOYEE reasonably
                  determines that a conflict of interest exists which makes representation
                  by counsel chosen by the Company not advisable. In such event,
                  the
                  reasonable fees and disbursements of such separate counsel for
                  EMPLOYEE
                  shall be paid by the Company to the extent permitted by
                  law.

              


      

       

      
        
           

        

        
          7

          
            

          

        

        
           

        

      

       

      
        	 	
                (e)

              	
                After
                  the termination of this Agreement and upon the request of EMPLOYEE,
                  the
                  Company agrees to reimburse EMPLOYEE for all reasonable travel,
                  legal and
                  other out-of-pocket expenses related to assisting the Company to
                  prepare
                  for or defend against any action, suit, proceeding or claim brought
                  or
                  threatened to be brought against the Company or to prepare for
                  or
                  institute any action, suit, proceeding or claim to be brought or
                  threatened to be brought against a third party arising out of or
                  based
                  upon the transactions contemplated herein and in providing evidence,
                  producing documents or otherwise participating in any such action,
                  suit,
                  proceeding or claim. In the event EMPLOYEE is required to appear
                  after
                  termination of this Agreement at a judicial or regulatory hearing
                  in
                  connection with EMPLOYEE's employment hereunder, or EMPLOYEE's
                  role in
                  connection therewith, the Company agrees to pay EMPLOYEE a reasonable
                  sum,
                  to be mutually agreed upon by EMPLOYEE and the Company, per diem
                  for each
                  day of his appearance and each day of preparation
                  therefor.

              


      

      


      18.
        Notices.
        All
        demands, notices, and other communications to be given hereunder, if any,
        shall
        be in writing and shall be sufficient for all purposes if personally delivered,
        sent by facsimile or sent by United States mail to the address below or such
        other address or addresses as such party may hereafter designate in writing
        to
        the other party as herein provided.

      

        
          	
                  Company:

                	
                  EMPLOYEE:

                
	
                  Cornerstone
                    Pharmaceuticals, Inc.

                	
                  Clifford
                    H. Straub Jr.

                
	
                   

                	
                  24
                    Deerfield Road

                
	
                  Attn:
                    General Counsel 

                	
                  Mendham,
                    NJ 07945

                
	
                  1
                    Duncan Drive Cranbury NJ 08512

                	 


        

      

      

      

      19.
        Entire Agreement.
        This
        Agreement contains the entire agreement of the parties and there are no other
        promises or conditions in any other agreement, whether oral or written. This
        Agreement supersedes any prior written or oral agreements between the parties.
        This Agreement may be modified or amended, if the amendment is made in writing
        and is signed by both parties. This Agreement is for the unique personal
        services of EMPLOYEE and is not assignable or delegable, in whole or in part,
        by
        EMPLOYEE. This Agreement may be assigned or delegated, in whole or in part,
        by
        the Company and, in such case, shall be assumed by and become binding upon
        the
        person, firm, company, corporation or business organization or entity to
        which
        this Agreement is assigned. The headings contained in this Agreement are
        for
        reference only and shall not in any way affect the meaning or interpretation
        of
        this Agreement. If any provision of this Agreement shall be held to be invalid
        or unenforceable for any reason, the remaining provisions shall continue
        to be
        valid and enforceable and any such provision that is held to be invalid or
        unenforceable shall be substituted by a valid or enforceable provision that
        is
        as similar in its intent as to the invalid or unenforceable provision. The
        failure of either party to enforce any provision of this Agreement shall
        not be
        construed as a waiver or limitation of that party's right to subsequently
        enforce and compel strict compliance with every provision of this Agreement.
        This Agreement may be executed in two or more counterparts, each of which
        shall
        be deemed an original, but all of which together shall constitute one and
        the
        same instrument and, in pleading or proving any provision of this Agreement,
        it
        shall not be necessary to produce more than one of such counterparts.



      
        
           

        

        
          8

          
            

          

        

        
           

        

      

       

      IN
        WITNESS WHEREOF, the parties have executed this Agreement as of the day and
        year
        first above written.

       

      

        
          	
                  CORNERSTONE
                    PHARMACEUTICALS, INC.:

                	 	
                  EMPLOYEE:

                
	 	 	 	 	 	 
	 	 	 	 	 	 
	
                  By: 

                	  
	
                  /s/
                    Robert Rodriguez

                	 	
                  By:  

                	
                  /s/
                    Clifford H. Straub, Jr.

                
	
                  Name:

                	
                  Robert
                    Rodriguez

                	 	 	
                  EMPLOYEE

                
	
                  Title:

                	
                  President

                	 	 	 


        

         

        
          
             

          

          
            9