**DEED
      OF PLEDGE**





Messrs.


**Banca
      Nazionale del Lavoro S.p.A.**


Territorial
      Area of Lombardy


M
      I L A
      N





**GENTIUM
      S.p.A.** (hereinafter for the sake of brevity referred to as the “Guarantor”) with
      registered office in Villa Guardia (CO), Piazza XX Settembre 2, Inland Revenue
      Code and registration in the Register of Companies of Como under no.
      02098100130, in the person of Dr. Laura Iris Ferro, born in Milan on 3rd August,
      1951, in her capacity as Chairwoman of the Board of Directors, and Mr. Cary
      Grossman born in Corpus Christi in Texas (USA) on 15th February, 1954, in his
      capacity as Chief Financial Officer, authorised with joint signature by virtue
      of the powers granted to them, hereby lodge as security in favour of Banca
      Nazionale del Lavoro S.p.A. with registered office in Rome (hereinafter for
      the
      sake of brevity referred to as the "Bank") the credit of €uro 550,000.00 (five
      hundred and fifty thousand/00) represented by the balance of the account lodged
      as security no. 420011 made out to the latter, opened with the Como Branch
      of
      the "Bank".


**1. Purpose
      of the pledge and secured credit.** The
      pledge is indivisibly given as guarantee for the payment of all the amounts
      which, on account of capital, interest, including interest on arrears, costs
      and
      additional charges, shall be owed to the "Bank" by the aforesaid "Guarantor"
      in
      consequence of the loan agreement for €uro 2,000,000.00 (Two million/00) in
      accordance with articles 10, 38 and subsequent articles of the Legislative
      Decree no. 285, 1 st September, 1993 (Unified Body of Laws on the subject of banking and credit)
      referred to in the deed dated 20 th July,
      2004 under the hand and seal of the Notary Public Dr. Giorgio Miserocchi of
      Como
      record no. 102338/18000.


The
      pledge may be redeemed at the request of the "Guarantor", as of the due date
      of
      the first instalment of reimbursement of the loan, to an extent proportional
      to
      the capital share of the individual instalments fallen due and paid by the
      "Guarantor", resulting from the depreciation plan.


**2.
      General provisions.** The
      pledge is governed by the following general provisions:


**a)
      Effectiveness of the pledge.** The
      pledge is indivisibly lodged for its entire value as guarantee of the full
      payment of all the amounts which, on account of capital, interest, including
      interest on arrears, costs and additional charges, shall be owed to the "Bank"
      by the aforesaid "Guarantor" in consequence of the aforesaid loan agreement.
      It
      is independent of all and any other guarantees lodged by any person under any
      form whatsoever in favour of the "Bank" in the interests of the "Guarantor” and
      shall also guarantee, without the need for any further operations or
      declarations, the amount that has been received by the "Bank" as payment of
      the
      guaranteed obligations and which must be returned by the "Bank" in consequence
      of the ineffectiveness, revocation or cancellation of the payments made by
      any
      person whatsoever. The guarantee shall also remain firm and valid until the
      full
      discharge of the amount payable to the "Bank", in the event of the latter,
      at
      its unquestionable discretion, granting extensions of payment or modifications
      to the original terms, procedures and conditions of reimbursement of the loan,
      expromissions or assumptions of obligation, reductions or restrictions or
      waivers or substitutions of the collateral or personal securities lodged hereby,
      or which may be subsequently furnished, also
      by
      remission or composition on the part of the "Bank", and also in the event of
      total or partial nullity or invalidity of the guarantees
      themselves;












**b) Extension
      and transfer of the pledge.** The
      pledge is understood to be automatically extended also to any other amounts
      that
      may be further paid at the time of the individual payments, as well as to any
      interest which may accrue on the account lodged as security forming the subject
      thereof, without the need for any other formalities whatsoever. It is also
      understood that, in the event of the "Bank", at its unquestionable discretion,
      allowing withdrawals from the account lodged as security, this may never be
      understood as a waiver of the pledge on the residual balance and on the
      subsequent payments.


**c) Procedures
      of enforcement of the pledge.** Whenever,
      at the due dates established by contract, or in the event of termination of
      the
      secured credit transaction, the "Debtor" fails to punctually fulfil his
      obligations of reimbursement and the amount payable to the "Bank" is not
      immediately paid up, the "Bank" itself is as of now authorised to withdraw
      the
      amounts owed to it directly from the account lodged as security forming the
      subject of the pledge, by a simple eight days’ advance notice to be dispatched
      to the "Guarantor" by registered letter, without detriment to all and any other
      rights or actions for the recovery of any difference.


**3. Costs
      and fiscal charges.** All and
      any costs pertaining and consequential hereto shall be borne by the "Guarantor",
      who explicitly undertakes to pay the latter, declaring his intention to take
      advantage of the tax benefits contemplated by article 15 of the D.P.R. no.
      601,
      29 th September, 1973.


**4. Competent
      Court of Law.** Any
      controversies which may arise shall be referred to the competence of the
      judicial authorities in whose territorial jurisdiction the branch of the
      Territorial Area of the "Bank" which carried out the secured credit transaction
      is located.


**5. Choice
      of domicile.** To all
      intents and purposes hereof, the "Guarantor" elects domicile in Villaguardia
      (CO), Piazza XX Settembre, 2





Description
      of the subject of the pledge





**Account
      lodged as security opened in the name of GENTIUM S.p.A. no. 420011 with the
      Como
      Branch.**







Date:
                May 16, 2006
            
            **GENTIUM
              S.p.A.**/s/ Laura Iris FerroLaura Iris Ferro, CEO/s/ Cary GrossmanCary Grossman, CFO