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                                                                   Exhibit 10.33
[Company Logo]



February 17, 2000

Jan D. Wallace, M.D.
1663 Bush Street
San Francisco, CA  94109

Dear Jan:

It is with great pleasure that I would like to offer you the position of
Executive Vice President, Clinical Development and Regulatory Affairs, at Titan
Pharmaceuticals, Inc. In this position, you will be responsible for strategic
planning and implementation of all of the Company's Phase I, II and III clinical
trials, as well as regulatory strategy and submissions to various regulatory
agencies worldwide in support of clinical testing and regulatory approval of the
Company's products. As operational head of clinical development and regulatory
affairs for the Company, you will supervise all personnel in these areas, and
your position will report to the President and CEO. This letter will confirm the
terms of your employment with Titan, such employment to begin on March 13, 2000.
If the terms discussed below are acceptable, please sign this letter where
indicated and return it to me, retaining a copy for your records. As used
herein, the term "Company" refers to Titan Pharmaceuticals, Inc.

         1.       COMPENSATION

                  (a)  SALARY. You will be paid a monthly salary of $24,166.67
                       less applicable withholdings ($290,000.00 annually) with
                       a performance bonus of 0-20% based upon company and
                       individual performance. All reasonable business expenses
                       will be reimbursed so long as they are incurred in the
                       ordinary course of business. You will be entitled to
                       annual increases in your salary in accordance with
                       Company policies at such time. If any profit sharing plan
                       is implemented for employees, you will be appropriately
                       included in such plan.

                  (b)  STOCK OPTIONS. You will receive stock options to acquire
                       230,000 shares of Titan's Common Stock under the 1998
                       Stock Option Plan, subject to approval by the Board of
                       Directors. All options granted will vest monthly,
                       commencing on your first date of employment over a four
                       (4) year period, at a rate of twenty-five percent (25%)
                       per year, subject to a requirement of at least 12 months
                       of employment for vesting any options. The option price
                       will be the closing price per share on your employment
                       date. In the event of sale of transfer of substantially
                       all of the assets of Titan, your options will
                       automatically

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                       accelerate immediately prior to such event such that 100%
                       of the option shares will be exercisable.

                  (c)  HEALTH BENEFITS. Health insurance coverage for you and
                       your family will be provided under the Company's group
                       health plan. You will be entitled to all health and
                       medical benefits as are provided to other employees. In
                       addition, you will be entitled to participate in the
                       Company's 401(k) plan and all other sponsored employee
                       benefit plans as they are adopted by Titan.

                  (d)  VACATION, HOLIDAYS AND SICK LEAVE.  You will receive
                       three (3) weeks of paid vacation per year. Sick leave and
                       holidays will be provided in accordance with the
                       Company's established policies.

         2.       TERMINATION.  You or the Company may terminate the employment
                  relationship at any time, for any reason, with or without good
                  cause. However, if the Company terminates your employment
                  without good cause, the Company will continue to pay your
                  monthly salary on a regular bi-monthly basis for six (6)
                  months from the date of termination, less all applicable
                  withholdings, provided, however, that the employment salary
                  received during this six-month period shall be subject to
                  offset any other employment salary received during this
                  period. For purposes of this Agreement, "good cause" means
                  gross misconduct, wrongful acts or omissions that may
                  materially adversely affect the Company's business, neglect of
                  duties, breach of any material terms or conditions of the
                  Agreement or the Company's Proprietary Information Agreement,
                  death, or any disability that renders you incapable of
                  diligently performing all of your essential duties and
                  obligations to the Company for any period of three (3)
                  consecutive months or four (4) months in any twelve (12) month
                  period.

         3.       NON-COMPETE AND OUTSIDE ACTIVITIES. You agree that, while
                  serving as an employee of the Company, you will not engage in
                  any activity which is competitive with the Company and you
                  will give sole and only loyalty to the Company. It is
                  understood that buying and selling of securities of any public
                  company does not constitute a violation of this agreement.

         4.       PROPRIETARY INFORMATION AND INVENTIONS AGREEMENT.  Your
                  acceptance of this offer is contingent upon the execution of
                  the Company's Proprietary Information and Inventions
                  Agreement, copies of which are enclosed for your review and
                  execution.

         5.       ARBITRATION. Any controversy between the parties hereto
                  involving the construction or application of terms, covenants
                  or conditions of this Agreement, or any claims arising out of
                  or relating to this Agreement or

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                  the breach thereof or with your employment of with the Company
                  or any termination of that employment, except with respect to
                  prejudgment remedies, will be submitted to and settled by
                  final and binding arbitration in San Francisco, California, in
                  accordance with the Model Employment Dispute Resolution Rules
                  of the American Arbitration Association (the "Rules") then in
                  effect, any arbitrator shall be selected pursuant to such
                  Rules and judgment upon the award rendered by the arbitrators
                  may be entered in any court having jurisdiction thereof.

To accept this offer, please sign in the space below, indicating your acceptance
and agreement to the terms contained herein and return a signed copy to my
attention by February 25, 2000. No amendment or modification of the terms of
this letter will be valid unless made in writing and signed by you and an
authorized officer of the Company.

Jan, on a personal note, I have enjoyed meeting you and look forward to working
with you at Titan.

Sincerely,


/s/ LOUIS R. BUCALO
------------------------------------
Louis R. Bucalo, M.D.
Chairman, CEO and President




                                  Accepted by:



                                  /s/ JAN D. WALLACE
                                  --------------------------------------------
                                  Jan D. Wallace, M.D.

                                  February 25, 2000
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                                  Date