EMPLOYMENT
AGREEMENT

THIS EMPLOYMENT AGREEMENT is made and entered into as
of this 15th day of July, 2005, by and between NOVELOS
THERAPEUTICS, INC., a Delaware corporation with offices at One Gateway
Center, Suite 504, Newton, Massachusetts 02458 (the
"Corporation"), and CHRISTOPHER J. PAZOLES,
Ph.D, an individual residing at 4 Elizabeth Drive, Westborough,
Massachusetts 01581 (the "Executive"), under
the following circumstances:

RECITALS:

A.    The
Corporation desires to secure the services of the Executive upon the
terms and conditions hereinafter set forth; and

B.    The
Executive desires to render services to the Corporation upon the terms
and conditions hereinafter set forth.

NOW, THEREFORE, the
parties mutually agree as follows:

Section
1.    Employment.    The Corporation hereby employs the
Executive and the Executive hereby accepts employment as an executive
of the Corporation, subject to the terms and conditions set forth in
this Agreement.

Section 2.    Duties.    The
Executive shall serve as the Vice President of Research and Development
of the Corporation with such duties, responsibilities and authority as
are commensurate and consistent with his position, as may be, from time
to time, assigned to him by the Board of Directors of the Company. The
Executive shall report directly to the President and the Board of
Directors of the Corporation. During the term of this Agreement, the
Executive shall devote his full business time and efforts to the
performance of his duties hereunder unless otherwise authorized by the
Board of Directors. Notwithstanding the foregoing, the expenditure of
reasonable amounts of time by the Executive for the making of passive
personal investments, the conduct of private business affairs and
charitable and professional activities shall be allowed, provided such
activities do not materially interfere with the services required to be
rendered to the Corporation hereunder and do not violate the
restrictive covenants set forth in Section  8 below.

Section 3.    Term of Employment.    The term of the
Executive's employment hereunder, unless sooner terminated as
provided herein (the "Initial Term"), shall
be for a period of two (2) years commencing on the date hereof (the
"Commencement Date"). The term of this
Agreement shall automatically be extended for additional terms of one
year each (each a "Renewal Term") unless
either party gives prior written notice of non-renewal to the other
party ("Non-Renewal Notice") no later than
sixty (60) days prior to the expiration of the Initial Term or the then
current Renewal Term, as the case may be. For purposes of this
Agreement, the Initial Term and any Renewal Term are hereinafter
collectively referred to as the "Term."

Section 4.    Compensation of Executive.

4.1    Base Salary.    The Corporation shall pay the
Executive as compensation for his services hereunder, in equal
installments at least as frequently as monthly and consistent with the
Corporation's payroll practices during the Term, the sum of One
Hundred Ninety-Two Thousand ($192,000) Dollars per annum for the first
year of the Initial Term and One Hundred Ninety-Five Thousand
($195,000) Dollars per annum for the second year of the Initial Term
and any Renewal Term, unless a different amount is agreed to by the
Corporation and the Executive for any portion of the initial term or
for any such Renewal Term (in each case, the "Base
Salary"), less such deductions as shall be required to be
withheld by applicable law and regulations. The Corporation shall
review the Base Salary on an annual basis and has the right but not the
obligation to increase it but has no right to decrease the Base Salary.
To provide a secure source for payment of the Base Salary during the
second year of the Initial Term, the Corporation shall, at the
commencement of the Initial Term, establish an escrow arrangement in
the amount of One Hundred Ninety-Five Thousand ($195,000) Dollars, the
remaining balance of which will revert to the Corporation if the
Executive's employment hereunder is terminated by the Executive
voluntarily or by the Corporation for Cause, as hereinafter defined,
prior to the end of the Initial Term.








4.2    Bonus.    In addition
to the Base Salary set forth in Section 4.1 above, the
Executive shall be entitled to a minimum cash bonus of Sixteen Thousand
($16,000) Dollars at the end of the first year of the Initial Term and
Twenty-Five ($25,000) Dollars at the end of the second year of the
Initial Term, and such other bonus compensation, if any, in cash,
capital stock or other property, as a majority of the members of the
Board of Directors of the Corporation may determine from time to time
in their sole discretion. The above forms of bonus compensation shall
be paid to the Executive no later than thirty (30) days after the end
of any applicable term.

4.3    Expenses.    The
Corporation shall pay or reimburse the Executive for all reasonable
out-of-pocket expenses actually incurred or paid by the Executive in
the course of his employment, consistent with the Company's
policy for reimbursement of expenses from time to time.

4.4    Benefits.    The Executive shall be entitled to
participate in such pension, profit sharing, group insurance,
hospitalization, and group health and benefit plans and all other
benefits and plans as the Corporation provides to its senior executives
(the "Benefit Plans"). Anything to the
contrary contained herein notwithstanding, the benefits to the
Executive shall include full payment for the Executive of Blue Cross
Blue Shield health insurance premium, UNUM long-term disability
insurance premium and Delta Dental Insurance premium, together with up
to Five Hundred ($500) Dollars per year toward gym or health or fitness
club membership and a parking space in the garage at the
Corporation's offices.

Section
5.    Termination.

5.1    Events of
Termination.    This Agreement and the Executive's
employment hereunder shall terminate upon the happening of any of the
following events:

		
	(a) 	upon the
Executive's death;


		
	(b) 	upon the
Executive's "Total Disability" (as
herein defined);


		
	(c) 	upon the expiration of
the Initial Term of this Agreement or any Renewal Term thereof, if
either party has provided a timely notice of non-renewal in accordance
with Section  3, above;


		
	(d) 	at the Corporation's option, upon
thirty (30) days' prior written notice to the Executive if
without cause;


		
	(e) 	at the Executive's
option, upon thirty (30) days' prior written notice to the
Corporation;


		
	(f) 	at the Executive's
option, in the event of an act by the Corporation, defined in
Section 5.3, below, as constituting "Good
Reason" for termination by the Executive; and


		
	(g) 	at the Corporation's option, in the
event of an act by the Executive, defined in Section 5.4,
below, as constituting "Cause" for
termination by the Corporation.


5.2    Total
Disability.    For purposes of this Agreement, the Executive
shall be deemed to be suffering from a "Total
Disability" if the Executive has failed to perform his
regular and customary duties to the Corporation for a period of 90 days
out of any 180-day period and if before the Executive has become
"Rehabilitated" (as herein defined) a
majority of the members of the Board of Directors of the Corporation
vote to determine that the Executive is mentally or physically
incapable or unable to continue to perform such regular and customary
duties of employment. As used herein, the term
"Rehabilitated" shall mean such time as the
Executive is willing, able and commences to devote his time and
energies to the affairs of the Corporation to the extent and in the
manner that he did so prior to his Disability.

5.3    Good
Reason.    For purposes of this Agreement, the term
"Good Reason" shall mean that the Executive
has resigned due to the failure of the Corporation to meet any of its
material obligations to the Executive hereunder, and failure to cure
the same within thirty (30) days following Executive's delivery
of notice specifying the breach(es) by the Corporation.

5.4    Cause.    For purposes of this Agreement, the
term "Cause" shall mean those circumstances
in which the Corporation reasonably determines, in good faith, that the
Executive (i) has willfully failed, willfully neglected, or willfully
refused to perform his duties under this Agreement, which 









failure, neglect, or refusal shall not have
been remedied by the Executive to the satisfaction of the Corporation
within 30 days of prior written notice of said conduct; (ii) has been
convicted of or pled guilty or no contest to a crime involving a
felony; or (iii) has committed any act of dishonesty resulting material
harm to the Corporation by the Executive.

Section
6.    Effects of Termination.

6.1    Death.    Upon termination of the
Executive's employment pursuant to Section
5.1(a), the Executive's estate or beneficiaries shall be
entitled to any benefits extended from time to time by the Corporation
in such circumstances to or on behalf of its senior executives.

6.2    Total Disability.    Upon termination of the
Executive's employment pursuant to Section 5.1(b), the
Executive shall be entitled to such amounts paid to Executive with
respect to any disability policy maintained for his benefit.

6.3    Expiration of Term.    Upon termination of the
Executive's employment pursuant to Section 5.1(c), the
Executive shall be entitled to receive only the accrued but unpaid
compensation and vacation pay through the date of termination and any
other benefits accrued to him under any Benefit Plans outstanding at
such time.

6.4    By Corporation Without Cause or by
Executive for Good Reason.    Upon termination of the
Executive's employment pursuant to Section 5.1(d) or
(f), the Executive shall be entitled to Base Salary at the then
current rate, to be paid from the date of termination of employment
through the remainder of the Term in monthly installments, less
withholding of all applicable taxes; (ii)  continued provision
for a period of twelve (12) months after the date of termination of the
benefits under Benefit Plans extended from time to time by the
Corporation to its senior executives; and (iii)  payment on a
prorated basis of any minimum bonus or other payments earned in
connection with any bonus plan to which the Executive was a participant
as of the date of the Executive's termination of employment.

6.5    By Corporation for Cause or by Executive Without Good
Reason.    Upon termination of the Executive's employment
pursuant to Section 5.1(e) or  (g), the Executive shall
be entitled to accrued and unpaid Base Salary and vacation pay through
the date of termination, less withholding of applicable taxes.

6.6    Duty to Mitigate.    The Executive shall be
obligated to seek other employment in order to mitigate his damages
resulting from his discharge pursuant to Sections 5.1(d) or
(f), provided that such employment need not be taken with a
subsequent company at a level below his position with the Corporation.
Any payments required to be made hereunder by the Corporation to the
Executive shall continue to the Executive's beneficiaries in the
event of his death until paid in full.

Section
7.    Vacations.    The Executive shall be entitled to a
vacation of four (4) weeks per year, during which period his salary
shall be paid in full. The Executive shall take his vacation at such
time or times as the Executive and the Corporation shall determine is
mutually convenient. Any vacation not taken in one (1) year shall not
accrue, provided that if vacation is not taken due to the
Corporation's business necessities, up to two (2) weeks'
vacation may carry over to the subsequent year.

Section
8.    Disclosure of Confidential Information; Covenant Not to
Compete.    The Executive shall enter into an Employee
Nondisclosure and Developments Agreement with the Corporation in the
form annexed hereto as Exhibit 1.

Section
9.    Miscellaneous.

9.1    Injunctive
Relief.    The Executive acknowledges that the services to be
rendered by him under the provisions of this Agreement are of a
special, unique and extraordinary character and that it would be
difficult or impossible to replace such services. Accordingly, the
Executive agrees that any breach or threatened breach by him of the
Employee Nondisclosure and Developments Agreement referenced in
Sections  8 of this Agreement shall entitle the
Corporation, in addition to all other legal remedies available to it,
to apply to any court of competent jurisdiction to seek to enjoin such
breach 









or threatened breach. The parties understand
and intend that each restriction agreed to by the Executive hereinabove
shall be construed as separable and divisible from every other
restriction, that the unenforceability of any restriction shall not
limit the enforceability, in whole or in part, of any other
restriction, and that one or more or all of such restrictions may be
enforced in whole or in part as the circumstances warrant. In the event
that any restriction in this Agreement is more restrictive than
permitted by law in the jurisdiction in which the Corporation seeks
enforcement thereof, such restriction shall be limited to the extent
permitted by law. The remedy of injunctive relief herein set forth
shall be in addition to, and not in lieu of, any other rights or
remedies that the Corporation may have at law or in equity.

9.2    Assignments.    Neither the Executive nor the
Corporation may assign or delegate any of their rights or duties under
this Agreement without the express written consent of the other;
provided however that the Corporation shall have the right to delegate
its obligation of payment of all sums due to the Executive hereunder,
provided that such delegation shall not relieve the Corporation of any
of its obligations hereunder.

9.3    Entire
Agreement.    This Agreement, together with the other agreements
and instruments referenced herein, constitutes and embodies the full
and complete understanding and agreement of the parties with respect to
the Executive's employment by the Corporation, supersedes all
prior understandings and agreements, whether oral or written, between
the Executive and the Corporation, and shall not be amended, modified
or changed except by an instrument in writing executed by the party to
be charged. The invalidity or partial invalidity of one or more
provisions of this Agreement shall not invalidate any other provision
of this Agreement. No waiver by either party of any provision or
condition to be performed shall be deemed a waiver of similar or
dissimilar provisions or conditions at the same time or any prior or
subsequent time.

9.4    Binding Effect.    This
Agreement shall inure to the benefit of, be binding upon and
enforceable against, the parties hereto and their respective
successors, heirs, beneficiaries and permitted assigns.

9.5    Headings.    The headings contained in this
Agreement are for convenience of reference only and shall not affect in
any way the meaning or interpretation of this Agreement.

9.6    Notices.    All notices, requests, demands and
other communications required or permitted to be given hereunder shall
be in writing and shall be deemed to have been duly given when
personally delivered, sent by registered or certified mail, return
receipt requested, postage prepaid, or by private overnight mail
service (e.g. Federal Express) to the party at the address set forth
above or to such other address as either party may hereafter give
notice of in accordance with the provisions hereof. Notices shall be
deemed given on the sooner of the date actually received or the third
business day after sending.

9.7    Governing
Law.    This Agreement shall be governed by and construed in
accordance with the laws of the State of Massachusetts without giving
effect to such State's conflicts of laws provisions and each of
the parties hereto irrevocably consents to the jurisdiction and venue
of the federal and state courts located in the State of
Massachusetts.

9.8    Counterparts.    This
Agreement may be executed simultaneously in two or more counterparts,
each of which shall be deemed an original, but all of which together
shall constitute one of the same instrument. The parties hereto have
executed this Agreement as of the date set forth
above.











											
	CORPORATION:		EXECUTIVE:
	NOVELOS
THERAPEUTICS,
INC.		 
	 		 		/s/
Christopher J. Pazoles
	 		 		CHRISTOPHER
J. PAZOLES,
Ph.D
	By:		/s/
Harry S. Palmin		 
	 		Harry S.
Palmin		 
	Its:		President