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                                                                    EXHIBIT 4.29

                                                               DR. MARTIN BARKIN
                                                               President and CEO
                                                  Telephone: (905) 677-5500 #236
                                                       FACSIMILE: (905) 677-5494
                                                        CELLULAR: (416) 726-8870
                                                              mbarkin@draxis.com


                                                                October 17, 2003

                                                         PERSONAL & CONFIDENTIAL

Ms. Alida Gualtieri
11026 Paris Street
Montreal, Quebec

H2H 4L1

Dear Ms. Gualtieri:

     We are pleased to offer you employment with Draxis Health Inc. ("DHI") on
the terms set out below.

1.   EMPLOYMENT

     Effective November 17th, 2003 ("Effective Date of Employment"), you shall
be employed with DHI as its General Counsel and Corporate Secretary on the terms
and conditions in this Agreement. You will be responsible to the Board of
Directors of DHI and shall report to the Chief Executive Officer of DHI. Without
limiting the scope of your duties and responsibilities as General Counsel and
Corporate Secretary you shall be responsible for overseeing DHI's legal affairs
and you shall act as Corporate Secretary of the Company and be a member of the
DHI Executive Operating Committee ("EOC"). In addition you will perform any
additional employment responsibilities assigned to you by the Chief Executive
Officer of DHI from time to time, provided that such responsibilities are
consistent with the executive nature of the position.

2.   BASE SALARY

     DHI will pay to you during the term of this Agreement, effective November
17th,2003 a gross salary of $165,000 per annum ("Base Salary"), payable
semi-monthly, in arrears, in 24 equal installments of $6,875. Such salary shall
be subject to review in accordance with DHI's regular administrative practices
of salary review applicable to the executive officers of DHI. Any salary
increases shall be determined on merit on the recommendation of the Chief
Executive Officer of DHI and approval of the Board of Directors of DHI. The
Chief Executive Officer of DHI will inform you of any increases in your salary
in advance of the implementation date.

     As an officer of DHI, DHI will provide and pay for directors' and officers'
liability insurance and in any event will indemnify and save you harmless from
any action arising within the scope of your employment responsibilities for DHI,
DHI and their Affiliates (as such term is defined in the CANADA BUSINESS
CORPORATION ACT) ("Affiliates") [hereinafter collectively referred to as the
"DHI Group"].

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Ms. Alida Gualtieri                                             October 17, 2003
PERSONAL & CONFIDENTIAL                                                   Page 2

3.   BENEFITS

     You will be entitled to participate in all benefit plans which DHI shall,
from time to time make available to its executive employees, subject to
applicable eligibility rules thereof. The benefits currently offered are:
     -  major medical
     -  drug
     -  dental
     -  group life
     -  long term disability
     -  accidental death and dismemberment

     You will also be entitled to an amount equivalent to 5% of your Base
Earnings in lieu of participation in DHI's Retirement Savings Program.

4.   STOCK OPTION PLAN

     Subject to DHI Board of Directors' approval, you will be eligible to
participate in the DHI's Stock Option Plan, copy thereof provided herewith as
Schedule "A", which DHI shall, from time to time, make available to employees,
in accordance with the terms and conditions of said plan.

     DHI will grant you options to purchase 25,000 shares. These options shall
vest as follows:

               (a)  8,333 shares on the first anniversary of grant;

               (b)  8,333 shares on the first anniversary of grant:

               (c)  8,334 shares on the second anniversary of grant.

     The price of each option shall be the closing price of the Draxis shares on
the Toronto Stock Exchange on the trading date immediately preceding the date of
the grant. The options may be exercised in whole or in part at any time within
five years after the date of the grant, subject to vesting as set out above.

     Although the Chief Executive Officer of DHI agrees to recommend to its
Board of Directors, within 30 days of the acceptance of this agreement, the
granting to you of the above-mentioned options at the above-specified
conditions, the award of these options is entirely conditional upon the Board of
Directors' approval and the specific conditions attached to the exercise of said
options may actually be different from the one mentioned in the present
agreement.

5.   DEFERRED SHARE UNIT PLAN

     You will be eligible to participate in the DHI's Deferred Share Unit Plan,
in accordance with the terms and conditions of that plan, a copy thereof
provided herewith as Schedule "B". The Deferred Share Unit Plan has been
established to provide selected employees of DHI and its Affiliates with the
opportunity to acquire share equivalent units convertible to cash or common
shares of DHI. A plan document is available for review.

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Ms. Alida Gualtieri                                             October 17, 2003
PERSONAL & CONFIDENTIAL                                                   Page 3

6.   DISCRETIONARY BONUS

     The Board of Directors of DHI, in its sole discretion, and upon
recommendation of the Chief Executive Officer of DHI, based on the Bonus and
Objectives Plan that is in force for all senior executives of DHI, may declare a
bonus payable. Such bonus payment is not guaranteed and payment of a
discretionary bonus in any prior year is not a promise or guarantee of payment
in subsequent years. Further, to receive any discretionary bonus payment, should
one be declared, you must be employed on December 31st of the calendar year for
which the bonus is declared. Should a discretionary bonus be declared, you may
be eligible to receive an amount up to a maximum equivalent to 30% of your Base
Salary, or such other amount as may be determined by the Chief Executive Officer
of DHI and the Board of Directors of DHI, in their sole discretion.


SIGNING BONUS

     As an incentive to encourage you to remain an employee of DHI, you will be
paid a Signing Bonus consisting of the gross amount of $15,000.00 which shall be
paid to you within 10 business days of your commencement of employment. You
agree to repay to DHI the full gross amount of $15,000.00 in the event that you
voluntarily terminate your employment with DHI before November 17th, 2004.

7.   MEMBERSHIPS AND PUBLICATIONS

     DHI will pay all professional memberships, dues and levies deemed necessary
to the conduct of your position.

8.   VACATION

     You shall be entitled to four weeks vacation per annum to be taken at a
time or times acceptable to the Chief Executive Officer of DHI, having regard to
its operations. There shall be no vacation time carried over from one calendar
year into the following calendar year, unless previous authorization has been
received from the Chief Executive Officer of DHI.

9.   EXPENSES

     DHI agrees that it shall reimburse you for Automobile mileage allowance as
permitted by Canada Customs and Revenue Agency, all other reasonable traveling
and other out-of-pocket expenses actually and properly incurred in connection
with your duties with DHI and within the policies that are enacted from time to
time by DHI with respect to executive expenses. For all such expenses you agree
you will furnish statements and vouchers as and when required by DHI.

     DHI agrees to provide you with a mobile phone, a BlackBerry and a portable
laptop that will remain at all time DHI's property.

10.  DEDUCTIONS

     All salary and other payments and allowances outlined in this Agreement are
subject to such withholding and deduction at source as may be required by law.

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Ms. Alida Gualtieri                                             October 17, 2003
PERSONAL & CONFIDENTIAL                                                   Page 4

11.  EMPLOYEE'S COVENANTS

     You agree that you shall devote the whole of your working time, attention
and ability to the business of DHI and shall use reasonable best efforts to
promote the interests of DHI.

     You agree that you shall duly and diligently perform all the duties
assigned to you while in our employ and shall well and faithfully serve DHI.

     You also agree that while employed with DHI you shall not, without the
prior written consent of DHI, engage or otherwise be concerned in any other
business or occupation, or become a director, officer, agent or employee of any
other entity.

     Furthermore, you specifically agree that you shall respect and comply with
the DHI's Disclosure Policy, copy thereof provided herewith as Schedule "C" to
form an integral part of this Agreement, the DHI Code of Ethics, copy thereof
provided herewith as Schedule "D" to form an integral part of this Agreement,
and all and any relevant rules and legislation, such as, without limiting the
generality of the foregoing, the rules on Insider Trading in the TSX COMPANY
MANUAL, the ONTARIO SECURITIES ACT, the CANADIAN BUSINESS CORPORATIONS ACT and
QUEBEC SECURITIES ACT. You acknowledge that your senior position with DHI will
deem you an insider of DHI and therefore subject to applicable mandated insider
regulatory and company share trading policies and restrictions.

     For the purpose of the present Agreement, the use of the words "Draxis"
and/or "Company" in the DHI's Disclosure Policy and Code of Ethics shall be
interpreted as referring to the DHI Group.

12.  CONFIDENTIAL INFORMATION, NON-SOLICITATION AND NON-COMPETITION

(a)  NON-DISCLOSURE OF CONFIDENTIAL INFORMATION

     As DHI's General Counsel and Corporate Secretary, you acknowledge that you
are creating, having access to, and require knowledge of confidential and
commercially valuable information of the DHI Group, the unauthorized use or
disclosure of which could cause the DHI Group serious and irreparable damage.

     (1)    "Confidential Information" means all information, and all documents
and other tangible things recording any such information, relating to or useful
in connection with the business of the DHI Group, whether or not a trade secret
within the meaning of the applicable law, which at the time or times concerned
is not generally known to Competitors (as defined below) and which has been or
is from time to time disclosed to or developed by you as a result of your
employment with DHI. Confidential Information includes, but is not limited to,
the following information of the DHI Group:

               (i)    new products;
              (ii)    marketing strategies and plans;
             (iii)    development strategies and plans;
              (iv)    manufacturing processes and technologies;
               (v)    research in progress and unpublished manuals or know how;
              (vi)    regulatory filings;
             (vii)    identity of and relationship with licensees, licensors or
                      suppliers;
            (viii)    finances, financial information, financial management
                      systems;
              (ix)    market research;

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Ms. Alida Gualtieri                                             October 17, 2003
PERSONAL & CONFIDENTIAL                                                   Page 5

               (x)    market experience with products;
              (xi)    customer lists;
             (xii)    compensation and benefits provided to employees;
            (xiii)    any other  research,  information  or  documents  which
                      you are told or reasonably ought to know that the DHI
                      Group regards as proprietary or confidential; and
             (xiv)    any legal advice provided to the DHI Group, its officers,
                      directors, employees or agents during the course or your
                      employment and any details involving the DHI Group's
                      position with respect to any litigation matter or
                      prospective litigation matter which exists at the time of
                      termination.

     (2)    You agree that you shall hold all Confidential Information in the
strictest confidence, as a fiduciary. Without limiting such obligation, you
shall use Confidential Information only at times and places designated by the
DHI Group in furtherance of the business of the DHI Group. You shall not, except
where the DHI Group otherwise provides its prior written consent or where
required by law, directly or indirectly disclose to any Person any Confidential
Information, directly or indirectly sell, give, loan or otherwise transfer any
Confidential Information or copy thereof to any Person, publish, lecture on or
display any Confidential Information to any Person or use Confidential
Information for your own benefit or the benefit of any other Person.

     (3)    Your obligations under this Section shall remain in effect with
respect to each item of Confidential Information until the date upon which such
Confidential Information has been publicly disclosed in a manner properly
authorized by the DHI Group or otherwise has become known to Competitors without
any breach of this Section by you.

     (4)    For purposes of this Agreement, "Competitor" shall mean any Person
which engages or is preparing to engage, in whole or in part, in the design,
development, manufacture, marketing or sale of any products or services which
compete directly with a product or service which, during the 12 months prior to
the termination of this Agreement and your employment hereunder for any reason,
the DHI Group marketed or at the time of termination of this Agreement and your
employment hereunder, is then preparing to market.

     (5)    For purpose of this Agreement, "Person" shall include individuals,
partnerships, associations, trusts, unincorporated organizations and
corporations.

(b)  NON-SOLICITATION AND NON-COMPETITION

     (1)    You acknowledge that the pharmaceutical and over-the-counter drug
industries are highly competitive businesses. You are a key executive of DHI,
and as a result of your senior position, you confirm that you have acquired
extensive background in and knowledge of the DHI Group's business and the
pharmaceutical and over-the-counter drug industries in which the DHI Group
operates. You further acknowledge that the DHI Group develops and markets its
products on a North American basis, more particularly in Canada and in the
eastern part of the United States comprising the states of Connecticut, Florida,
Delaware, Georgia, Maine, Maryland, Massachusetts, Michigan, New Hampshire, New
Jersey, New York, North Carolina, Ohio, Pennsylvania, Rhode Island, South
Carolina, Vermont, Virginia, West Virginia [hereinafter referred to as the
"Territory"]. Accordingly, you agree that in the course of your employment with
DHI, and thereafter for a period of one year (or if such period is held to be
excessive by a court of competent jurisdiction then for a period of six months)
you shall not, without the prior written authorization of the Chief Executive
Officer of DHI whether as principal, as agent, or as an employee of, or in
partnership, or association with any other Person, in any manner whatsoever
directly or indirectly:

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Ms. Alida Gualtieri                                             October 17, 2003
PERSONAL & CONFIDENTIAL                                                   Page 6

              (i)     become employed by or associated or affiliated with any
                      Competitor of the DHI Group in the Territory in a function
                      dealing with a product or service, which during the
                      twelve-month period immediately prior to the termination
                      of this Agreement and your employment hereunder, for any
                      reason, competed directly with a product or service of the
                      DHI Group;
             (ii)     seek to employ or encourage others to employ or otherwise
                      engage employees, agents or subcontractors of the DHI
                      Group (who are employees, agents or subcontractors on the
                      date this Agreement terminated) or seek to in any way
                      disrupt their business relationship with the DHI Group;
            (iii)     obtain by any means whatsoever the business of any Person
                      who at the time of the termination of this Agreement and
                      your employment hereunder, was a customer of the DHI
                      Group, if to obtain such business may result in a
                      reduction of that Person's business with the DHI Group;
             (iv)     approach any Person who at the time of the termination of
                      this Agreement and your employment hereunder was a
                      customer of the DHI Group with the intention of soliciting
                      or enticing the business of that Person away from the DHI
                      Group.

(c)  REASONABLENESS

     You agree that the obligations set out in Sections 12(a) and (b) together
with your other obligations under this Agreement are reasonably necessary for
the protection of the DHI Group's proprietary and business interests and you
expressly agree that:

              (i)     the scope of each of the covenants set out in Sections
                      12(a) and (b) above are in all respects, and in
                      particular, in respect of Territory, time and subject
                      matter, necessary and reasonable because the DHI Group is
                      marketing its products on a North American basis;
             (ii)     given your general knowledge and experience, the
                      obligations contained in this Agreement will not preclude
                      you from becoming gainfully employed with other employers
                      who are not Competitors following termination of this
                      Agreement and your employment hereunder for any reason;
            (iii)     your agreement to Sections 12(a) and (b) is a key
                      incentive to DHI formalizing the current terms and
                      conditions of your employment.

(d)  BREACH OF AGREEMENT

     You also recognize that any breach of the terms and conditions of this
Agreement by you will result in material damage to the DHI Group, although it
may be difficult for the DHI Group to establish the monetary value of such
damage. You therefore agree that the DHI Group shall be entitled to injunctive
relief, in addition to any other remedies available to it, in a court of
appropriate jurisdiction in the event of any breach or threatened breach by you
of any of the provisions of this Agreement.

13.  TERMINATION OF EMPLOYMENT

(a)  TERMINATION BY DHI FOR CAUSE

     DHI may terminate this Agreement and your employment hereunder at any time
for cause without notice and without payment of any kind of compensation either
by way of anticipated earnings or damages of any kind.

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Ms. Alida Gualtieri                                             October 17, 2003
PERSONAL & CONFIDENTIAL                                                   Page 7

(b)  TERMINATION BY DHI WITHOUT CAUSE BUT WITH NOTICE

     DHI may terminate this Agreement and your employment hereunder by providing
to you one year's actual notice of termination. At its sole discretion, DHI may
provide to you a shorter period of notice of termination, in which case, the
payments referred to in Section 13(c) shall be applicable, but such payments as
may be required by Sections 13(c) (1) and (4) shall be reduced by the notice
provided, so that the total notice and compensation in lieu of notice provided
to you shall be equivalent to one year from the date you are advised of the
termination.

(c)  TERMINATION BY DHI WITHOUT CAUSE AND WITHOUT NOTICE

     DHI may terminate this Agreement and your employment hereunder, in its sole
discretion, without notice and without cause, effective immediately upon the
date you are advised of the termination.

     Except as outlined in Section 13(b), if your employment is terminated
without cause pursuant to this Section, DHI shall:

          1)          Pay to you a severance allowance equivalent to one year of
                      your then current Base Salary in a lump sum, within two
                      weeks following the date of such termination.
          2)          Pay to you all outstanding vacation pay and any earned but
                      unpaid salary up to the date of such termination within
                      two weeks of the date of termination.
          3)          Reimburse you for any business expenses incurred by you up
                      to and including the date of such termination following
                      provision by you of applicable receipts.
          4)          Ensure it has complied with all statutory obligations
                      imposed by the ACT RESPECTING LABOUR STANDARDS.

     The payment referred to in paragraph 1, above, shall be guaranteed and
shall not be subject to set off or deduction as a result of your obtaining
alternate employment following such termination or otherwise mitigating any
damages arising from such termination. Further, the payment referred to in
paragraph 1, above, is inclusive of all statutory payments, including statutory
termination and severance, which may be owed to you.

     The amounts paid to you pursuant to this paragraph shall be subject to all
required deductions.

     Upon termination of your employment in accordance with this Section 13(c),
you shall return to DHI all stock options and other securities which have not
vested or accrued during your employment with DHI.

(d)  TERMINATION PAYMENT FOLLOWING A CHANGE OF CONTROL

     (1)    In accordance with paragraph 13(d) (2) below, if there is a Change
of Control (as hereinafter defined) you shall be entitled to the following:

          A.          the amounts of any unpaid salary earned up to and
                      including date of termination;
          B.          any unpaid vacation pay earned up to and including date of
                      termination;
          C.          a lump sum amount, equal to two years of your then current
                      Base Salary;
          D.          any additional statutory obligations imposed by the ACT
                      RESPECTING LABOUR

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Ms. Alida Gualtieri                                             October 17, 2003
PERSONAL & CONFIDENTIAL                                                   Page 8

                      STANDARDS;
          E.          the right to retain and exercise any outstanding stock
                      options, including stock options not then otherwise
                      exercisable, and all other securities, which have vested
                      or accrued during your employment with DHI, during the two
                      year period immediately following the Change of Control,
                      as if you were employed by the successor employer for that
                      two year period.

     The payment referred to in paragraph 13(d)(1)(C), above, shall be
guaranteed and shall not be subject to set off or deduction as a result of your
obtaining alternate employment following termination or otherwise mitigating any
damages arising from termination. Further, notwithstanding 13(d) (1) (D) above,
the payment referred to in 13(d) (1) (C) above, is inclusive of all statutory
payments, including statutory termination and severance, which may be owed to
you following termination.

     The delay to exercise the outstanding stock options referred to in
paragraph 13(d) (1) (E) is considered to be an approved "longer period" under
the terms of the paragraph 7(e) of DHI's Stock Option Plan and, therefore, in no
event may any stock option granted under said Plan be exercised outside the 5
year period mentioned in paragraph 4 of the present Agreement.

     The amounts paid to you pursuant to this paragraph shall be subject to all
required deductions.

     (2)    These payments and entitlements outlined in 13(d) (1) shall become
due and payable if, and only if:

          A.          there has been a Change of Control; and
          B.          within 12 months following any Change of Control:
                      (i)     your employment is terminated without cause by DHI
                              or by any successor employer to DHI, as the case
                              may be; or
                      (ii)    by its conduct as described below, DHI or any
                              successor employer to DHI, as the case may be,
                              constructively terminates your employment by:
                                 -  relocating without just cause the position
                                    and/or location of your principal office
                                    more than 20 kilometers from the location of
                                    your office on the date immediately prior to
                                    the Change of Control, without your consent;
                                    or
                                 -  materially reducing without just cause your
                                    title, reporting relationship,
                                    responsibilities or authority without your
                                    consent; or
                                 -  reducing without just cause the salary paid
                                    to you by the successor employer or
                                    terminating without just cause or materially
                                    reducing without just cause the value of
                                    your benefit programs, including, but not
                                    limited to, life insurance benefits,
                                    accidental death and dismemberment benefits,
                                    long term disability benefits, extended
                                    health coverage, dental benefit, which are
                                    referred to in Section 3 above;
          C.          and, you elect in writing to receive the payments outlined
                      in Section 13(d) (1).

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Ms. Alida Gualtieri                                             October 17, 2003
PERSONAL & CONFIDENTIAL                                                   Page 9

     (3)    For purposes of this Agreement "Change in Control" means a
transaction or series of transactions whereby directly or indirectly;

          A.          any Person or combination of Persons acting jointly and in
                      concert (other than you or a corporation controlled
                      directly or indirectly by you) acquires a sufficient
                      number of securities of DHI to materially affect the
                      control of DHI as defined below. For the purposes of this
                      Agreement, a Person or combination of Persons acting
                      jointly and in concert, holding shares or other securities
                      in excess of the number which, directly or following the
                      conversion or exercise thereof, would entitle the holders
                      thereof to cast 20% or more of the votes attached to all
                      shares of DHI which may be cast to elect directors of DHI,
                      shall be deemed to affect materially the control of DHI,
                      in which case the Change in Control shall be deemed to
                      occur on the date that is the later of the date on which
                      the security representing one more than that required to
                      cast 20% of the votes attached to all shares of DHI which
                      may be cast to elect directors of DHI is acquired or the
                      date on which the Persons acting jointly and in concert
                      agree to so act;
          B.          DHI shall consolidate or merge with or into, amalgamate
                      with, or enter into a statutory arrangement or business
                      combination with, any other Person (other than a
                      corporation controlled directly or indirectly by you) and,
                      in connection therewith, all or part of the outstanding
                      shares of DHI which have voting rights attached thereto
                      shall be changed in any way, reclassified or converted
                      into, exchanged or otherwise acquired for shares or other
                      securities of DHI or any other Person or for cash or any
                      other property and control of DHI is thereby materially
                      affected, as defined above, in which case the Change in
                      Control shall be deemed to occur on the date of closing of
                      the consolidation, merger, amalgamation, statutory
                      arrangement or business combination, as the case may be;
                      or
          C.          DHI shall sell or otherwise transfer, including by way of
                      the grant of a leasehold interest (or one or more
                      affiliates of DHI shall sell or otherwise transfer,
                      including without limitation by way of the grant of a
                      leasehold interest) property or assets aggregating more
                      than 50% of the consolidated assets (measured by either
                      book value or fair market value based on the most recent
                      audited financial statements) of DHI and its affiliates as
                      at the end of the most recently completed financial year
                      to any other Person or Persons, in which case the Change
                      in Control shall be deemed to occur on the date of
                      transfer of the assets representing one dollar more than
                      50% of the consolidated assets;

     other than a transaction or series of transactions which involves a sale of
     securities or assets of DHI with which you are involved as a purchaser in
     any manner, whether directly or indirectly, and whether by way of
     participation in a corporation or partnership that is a purchaser or by
     provision of debt, equity or purchase leaseback financing (but excluding
     where your sole involvement with such a purchase is the ownership of an
     equity interest of less than 5% of the acquirer where the acquirer is a
     public company) and you and persons acting jointly and in concert with you
     hold securities of the acquirer which, directly, or following the
     conversion or exercise thereof, would entitle the holders thereof to cast
     5% or more of the votes attached to all shares or other interests of the
     acquirer which may be cast to elect directors or the management of the
     acquirer.

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Ms. Alida Gualtieri                                             October 17, 2003
PERSONAL & CONFIDENTIAL                                                  Page 10

     DHI shall use its reasonable best efforts to require any successor (whether
direct or indirect) to all or substantially all of its shares and/or assets to
expressly agree in writing to assume and to perform this Agreement in the same
manner that DHI would have been required to perform it if no such succession had
occurred. If DHI fails to obtain any such successor's express written agreement
prior to the effective date of such succession, such failure shall be deemed to
be a termination of your employment by DHI and such termination shall be deemed
to have occurred on the date immediately prior to the Change of Control date. In
such event, at the discretion of DHI, Section 13(b) or (c) will not be
applicable, and DHI shall pay to you those amounts outlined in Section 13(d)(1)
above and Section 13(h) shall be applicable.

(e)  TERMINATION BY DHI WITHOUT CAUSE UPON DISABILITY

     If, as a result of incapacity due to physical or mental illness, you are
unable to render services of substantially the kind and nature, and
substantially to the extent required to be rendered in accordance with this
Agreement, and if such incapacity is expected to continue for a period of at
least twelve consecutive months from the date such incapacity commenced
("Absence Date") this Agreement may be deemed to be frustrated. Your employment
hereunder shall cease to be effective on the tenth day after written notice of
cessation of employment ("Notice of Cessation") to you, provided that prior to
such cessation DHI has been furnished with the written certification of a
qualified medical doctor designated by DHI and you jointly which states that you
are and are expected to continue to be for at least twelve consecutive months
from the Absence Date, unable to render such services by reason of such
incapacity and the date upon which such incapacity commenced. If DHI and you are
unable to agree on the designation of a qualified medical doctor to make such
determination, then each party shall designate a medical doctor who, together,
shall agree upon a third qualified medical doctor to make such determination.
The decision of the third medical doctor shall be binding on DHI and you. You
consent to submit to such examination as may be required by any such medical
doctor or doctors.

     If your employment ceases pursuant to this Section, you shall be entitled
to receive a total amount equivalent to one year of your then current Base
Salary, commencing on the date upon which the Notice of Cessation is delivered
and payable in 24 regular payments equivalent to your regular semi-monthly Base
Salary on the regular DHI pay days. If you are in receipt of disability benefits
payable pursuant to the benefit plans described above, then each semi-monthly
payment payable by DHI shall be reduced by an amount equivalent to the
disability benefits payment received during that pay period. Notwithstanding the
cessation of your employment pursuant to this Section, you shall be entitled to
retain and exercise, within a period of 6 months following the Notice of
Cessation, all stock options which have vested or accrued during your employment
with DHI.

(f)  DEATH

     In the event that you should die during the term of this Agreement, your
employment shall automatically terminate. All salary, vacation pay and any bonus
payments earned to date of death but unpaid will be paid to your estate,
however, no other payment of any compensation either by way of anticipated
earnings or damages of any kind shall be paid and Section 13(h) shall be
applicable.

(g)  RESIGNATION AND RETIREMENT

     You shall provide DHI with three months notice, in writing, of your
resignation or your retirement from DHI. Unless the Board of Directors of DHI
otherwise determines, you shall return to DHI all stock options granted to you
during your employment with DHI which become exercisable after the date you
cease to be an employee of DHI and/ or the DHI Group.

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Ms. Alida Gualtieri                                             October 17, 2003
PERSONAL & CONFIDENTIAL                                                  Page 11

(h)  NO FURTHER NOTICE OR COMPENSATION

     Upon termination of your employment under this Agreement, you shall not be
entitled to any further grants of stock options nor shall you be entitled to any
further participation in any other incentive plan of the DHI Group other than as
specifically set forth in Sections 13(d) (E), 13(e) and this 13(h). For further
clarity, in the event of termination of this Agreement and your employment
hereunder for any reason, the provisions of Section 13(d) (E) and 13(e), and the
terms provided in the event of termination under the DHI Stock Option Plan shall
apply. For all purposes, "termination of your employment" and "termination date"
shall be the final day of employment with DHI, and shall not be deemed to
include any period during which you may be entitled to statutory notice,
statutory termination pay or any contractual or common law notice period and in
particular, shall not be deemed to include the notice period identified in
Sections 13(c) (1) or 13(d) (1) (C).

14.  FAIR AND REASONABLE

     The parties confirm that the notice requirements and pay in lieu of notice
provisions set out above in Section 13 are fair and reasonable and that no
further notice or payments of any kind are owed or required. The parties agree
that upon any termination of this Agreement by DHI or upon any termination of
this Agreement by you, that you shall have no action, cause of action, claim or
demand, either statutory or at common law, against the DHI Group or any other
Person as a consequence of such termination.

15.  RETURN OF PROPERTY

     In the event your employment with DHI is terminated for any reason,
including resignation or retirement, you will immediately return all DHI
property in your possession or under your control.

16.  PROVISIONS OPERATING FOLLOWING TERMINATION

     Notwithstanding any termination of your employment with or without cause,
Sections 11, 12, 13, 14, 17 and any provision of this Agreement necessary to
give it efficacy shall continue in full force and effect following such
termination.

17.  ACKNOWLEDGEMENT

     You acknowledge that the DHI Group shall not, for any purpose, including in
the event of a subsequent termination, be required to recognize or take into
account any prior service with your previous employers.

18.  SEVERABILITY

     If any provision of this Agreement is determined to be invalid or
unenforceable, in whole or in part, such invalidity or unenforceability shall
attach only to such provision or part thereof and the remaining part of such
provision and all other provisions hereof shall continue in full force and
effect.

<Page>

Ms. Alida Gualtieri                                             October 17, 2003
PERSONAL & CONFIDENTIAL                                                  Page 12

19.  NOTICE

     Any notice to be given in connection with this Agreement shall be given in
writing and may be given by personal delivery or by registered mail addressed to
the recipient as follows:

     To:    Alida Gualtieri
            11026 Paris Street
            Montreal, Quebec
            H2H 4L1

     To:    DRAXIS HEALTH Inc.
            6870 Goreway Drive, 2nd Floor
            Mississauga, Ontario
            L4V 1P1
            Attention:  President and Chief Executive Officer

or such other address or individual as may be designated by notice by either
party to the other. Any notice given by personal delivery or by fax shall be
deemed to have been given on the day of actual delivery and, if made or given by
registered mail on the third day, other than a Saturday, Sunday or a statutory
holiday in Quebec and/or Ontario, following the deposit thereof in the mail.

20.  GOVERNING LAW

     This Agreement shall be governed by and construed in accordance with the
laws of the Province of Quebec and Canada applicable thereto.

21.  BENEFIT OF AGREEMENT

     This Agreement shall enure to the benefit of and be binding upon your
heirs, executors, administrators and legal personal representatives and the
successors and assigns of DHI respectively.

22.  ENTIRE AGREEMENT

     This Agreement and its Schedules constitute the entire agreement between
the parties with respect to your terms and conditions of employment and cancel
and supersede any prior understandings and agreements between the parties to
this Agreement, including, without limitation the Original Agreement. There are
no representations, warranties, forms, conditions, undertakings or collateral
agreements expressed, implied or statutory between the parties other than as
expressly set forth in this Agreement and its Schedules. You waive any right to
assert a claim in tort based on any pre-contractual representations, negligent,
or otherwise, made by the DHI Group.

23.  LANGUAGE

The parties hereto have expressly required that this Agreement, its Schedules
and any notice or document relating thereto be drafted in the English language
only. Les parties aux presentes ont expressement exige que la presente
Convention, ses annexes ainsi que tout avis ou document s'y rattachant soient
rediges en langue anglaise seulement.

<Page>

Ms. Alida Gualtieri                                             October 17, 2003
PERSONAL & CONFIDENTIAL                                                  Page 13

     To acknowledge that the terms of employment as expressed in this Agreement
are acceptable to you, please execute the enclosed copy of this letter as
indicated below and return it to me at your earliest opportunity.

                                 Yours truly,

                                 DRAXIS HEALTH INC.

                                 /s/ Martin Barkin
                          Per:
                                 Martin Barkin, M.D., F.R.C.S.C.
                                 President and Chief Executive Officer of Draxis
                                 Health Inc.


     I accept the  above-noted  terms of employment  with Draxis  Health Inc. as
General Counsel and Corporate Secretary. I agree to comply with and be bound by
the terms of employment outlined in this Agreement.

     Dated at                 , the           day of             , 2003.


                                 /s/ Alida Gualtieri
--------------------------       -----------------------------------------------
Witness                          Alida Gualtieri

<Page>

Ms. Alida Gualtieri                                             October 17, 2003
PERSONAL & CONFIDENTIAL                                                  Page 14

                                   SCHEDULE A

                     STOCK OPTION PLAN OF DRAXIS HEALTH INC.

<Page>

Ms. Alida Gualtieri                                             October 17, 2003
PERSONAL & CONFIDENTIAL                                                  Page 15

                                   SCHEDULE B

                            DEFERRED SHARE UNIT PLAN

<Page>

Ms. Alida Gualtieri                                             October 17, 2003
PERSONAL & CONFIDENTIAL                                                  Page 16

                                   SCHEDULE C

                         DRAXIS HEALTH DISCLOSURE POLICY

<Page>

Ms. Alida Gualtieri                                             October 17, 2003
PERSONAL & CONFIDENTIAL                                                  Page 17

                                   SCHEDULE D

                        DRAXIS HEALTH INC. CODE OF ETHICS

<Page>

Ms. Alida Gualtieri                                             October 17, 2003
PERSONAL & CONFIDENTIAL                                                  Page 18

                                TABLE OF CONTENTS

<Table>
<S>                                                                          <C>
1.   EMPLOYMENT...............................................................1

2.   BASE SALARY..............................................................1

3.   BENEFITS.................................................................2

4.   STOCK OPTION PLAN........................................................2

       (a)   8,333 shares on the first anniversary of grant;..................2
       (b)   8,333 shares on the first anniversary of grant:..................2
       (c)   8,334 shares on the second anniversary of grant..................2

5.   DEFERRED SHARE UNIT PLAN.................................................2

6.   DISCRETIONARY BONUS......................................................3

7.   MEMBERSHIPS AND PUBLICATIONS.............................................3

8.   VACATION.................................................................3

9.   EXPENSES.................................................................3

10.    DEDUCTIONS.............................................................3

11.    EMPLOYEE'S COVENANTS...................................................4

12.    CONFIDENTIAL INFORMATION, NON-SOLICITATION AND NON-COMPETITION.........4

       (a)   NON-DISCLOSURE OF CONFIDENTIAL INFORMATION.......................4
       (b)   NON-SOLICITATION AND NON-COMPETITION.............................5
       (c)   REASONABLENESS...................................................6
       (d)   BREACH OF AGREEMENT..............................................6

13.    TERMINATION OF EMPLOYMENT..............................................6

       (a)   TERMINATION BY DHI FOR CAUSE.....................................6
       (b)   TERMINATION BY DHI WITHOUT CAUSE BUT WITH NOTICE.................7
       (c)   TERMINATION BY DHI WITHOUT CAUSE AND WITHOUT NOTICE..............7
       (d)   TERMINATION PAYMENT FOLLOWING A CHANGE OF CONTROL................7
       (e)   TERMINATION BY DHI WITHOUT CAUSE UPON DISABILITY................10
       (f)   DEATH...........................................................10
       (g)   RESIGNATION AND RETIREMENT......................................10
       (h)   NO FURTHER NOTICE OR COMPENSATION...............................11

14.    FAIR AND REASONABLE...................................................11

15.    RETURN OF PROPERTY....................................................11

16.    PROVISIONS OPERATING FOLLOWING TERMINATION............................11

17.    ACKNOWLEDGEMENT.......................................................11

18.    SEVERABILITY..........................................................11

19.    NOTICE................................................................12

20.    GOVERNING LAW.........................................................12
</Table>

<Page>

Ms. Alida Gualtieri                                             October 17, 2003
PERSONAL & CONFIDENTIAL                                                  Page 19

<Table>
<S>                                                                          <C>
21.    BENEFIT OF AGREEMENT..................................................12

22.    ENTIRE AGREEMENT......................................................12

23.    LANGUAGE..............................................................12
</Table>