October 3, 2002


Mitchell Glass, M.D.
902 N. Broom Street
Wilmington, Delaware  19806

RE:  Separation and Consulting Agreement and General Release

Dear Mitchell:

This  Agreement (the "Agreement") memorializes our  understanding
regarding   your  separation  from,  and  subsequent   consulting
services with, AtheroGenics, Inc. (the "Company").  You  and  the
Company agree to your resignation of your position as Senior Vice
President for Strategic Drug Development, effective as of the end
of  business  on  August 21, 2002 (the "effective  date  of  this
Agreement"), and agree to the following conditions regarding your
separation.   You and the Company agree that you will  serve  for
one  year  from  the  effective date of  your  resignation  in  a
consulting  capacity  working  on  the  duties  outlined  in  the
attached exhibit.

Prior  to  execution of this Separation and Consulting  Agreement
and  General Release, you should consult with an attorney of your
choice.

Although   not  obligated  under  any  contracts,   policies   or
agreements,  the  Company has offered to  provide  you  with  the
following  separation and consulting package in conjunction  with
your  separation.  Except as otherwise provided below,  all  your
salary  and benefits from the Company will cease on the effective
date of the separation.

A.   You  will  receive payment for consulting  services  in  the
     total  amount of $256,760 during the term of this Agreement.
     During the term of this consulting arrangement, you will  be
     paid  on  a  semi-monthly basis over a twelve-month  period,
     with  the payment for the consulting period from August  22,
     2002  to  the seventh day following your execution  of  this
     Agreement,  less  any  amounts  previously  paid  for   such
     consulting services, to be mailed to you within two business
     days   thereafter.   You  agree  that  as   an   independent
     contractor,  the  Company will withhold no applicable  state
     and  federal  taxes, nor FICA or similar  withholding.   You
     will receive a Form 1099 for your consulting income.

B.   You are eligible to continue your medical insurance coverage
     under  COBRA.  If  you  elect to do  so,  the  Company  will
     reimburse you for the applicable premiums paid by you  (upon
     presentation to the Company of payment receipts therefor  or
     other  satisfactory evidence of payment) during and covering
     the  term  of  your consulting arrangement with the  Company
     under this Agreement up to August 21, 2003, in an amount not
     to  exceed $570 per month.  In addition, you have advised us
     that   you  wish  to  continue  your  long  term  disability
     insurance  policy for which the Company has been paying  the
     premiums  (Contract No. 008337976; Insurance  Company:  Mass
     Mutual  Life  Insurance  Co.,  registered  in  the  name  of
     Mitchell Glass).  You have also advised us that you wish  to
     pay  the  premiums for this policy directly.   The  Company,
     upon  your  execution  of this Agreement,  will  direct  its
     insurance  broker  to  have forwarded to  you  all  notices,
     including premium payment notices, at your address set forth
     above,  and  the Company will have no further responsibility
     under this policy.  If you continue to pay premiums directly
     under  this policy, then the Company will reimburse you  for
     the  applicable premiums paid by you (upon delivery  to  the
     Company  of  payment receipts therefor or other satisfactory
     evidence  of payment) during and covering the term  of  your
     consulting arrangement with the Company under this Agreement
     up  to August 21, 2003, in an amount not to exceed $443  per
     month.   Notwithstanding the foregoing, to  the  extent  the
     Company has previously paid monthly premiums for either such
     medical or disability policy for your benefit following  the
     effective date of this Agreement and prior to your execution
     of  this Agreement, then the Company will forward to  you  a
     Form 1099 reflecting these payments.

C.   The  Company will allow the vesting schedule for  the  stock
     options  previously  granted to you to continue  during  the
     term  of your consulting arrangement.  Pursuant to the terms
     of  the  AtheroGenics' 1997 Equity Ownership Plan  and  2001
     Equity  Ownership  Plan,  you must  exercise  these  options
     within  30 days following the termination of your consulting
     agreement,  or  they  will expire.   No  options  will  vest
     following the termination of your consulting arrangement.

D.   Please be advised that, per the Company's standard practice,
     any outstanding expenses owed by you to the Company, whether
     they  are  credit  card  expenses, travel  advances,  salary
     draws, etc., will be withheld from all monies due to you  at
     the time of your separation or under this Agreement.

E.   In  the  event  that any prospective employer  contacts  the
     Company  for employment information or for a recommendation,
     subject to your written request for broader disclosure,  the
     Company will provide the prospective employer only with  the
     dates  of employment and nature of the position held by  you
     with the Company.

F.   Your  loan from the Company, totaling $200,000 plus interest
     will be due and payable on or before October 11, 2002.  This
     may  be  accomplished  by a broker's  cashless  transaction,
     whereby  the  Company  will use the  appropriate  number  of
     collateralized shares to payoff the loan and return  to  you
     the remaining shares.

G.   The  Company knowingly and voluntarily agrees to  waive  and
     release  you  from any and all claims, losses,  liabilities,
     obligations and causes of action, known or unknown,  arising
     out  of,  in  any  way connected with or  relating  to  your
     employment  or termination of employment with  the  Company,
     with  the exception of any claim of embezzlement, fraud,  or
     other  intentional misconduct against the Company which  may
     be discovered after the execution of this Agreement.

In   consideration  for  the  severance  and  consulting  package
outlined herein, you agree to the following:

     1.   In  exchange for the benefits and payments extended  to
          you  by  the  Company, and for other good and  valuable
          consideration, the receipt and sufficiency of which are
          hereby  acknowledged,  you  knowingly  and  voluntarily
          agree  to  waive  and  release  the  Company  and   its
          officers,  directors and employees  from  any  and  all
          claims, losses, liabilities, obligations and causes  of
          action,  known or unknown, arising out of, in  any  way
          connected  with  or  relating  to  your  employment  or
          termination  of employment with the Company  including,
          but not limited to, (a) claims for compensation, wages,
          bonuses and benefits, breach of contract, impairment of
          economic   opportunity,   intentional   infliction   of
          emotional distress, wrongful discharge, defamation,  or
          any  other  tort  or  personal injury,  or  (b)  claims
          arising  under any municipal, state or federal statute,
          regulation or ordinance relating to employment  or  the
          foregoing,  including but not limited to Title  VII  of
          the  Civil Rights Act of 1964, Equal Pay Act, 42 U.S.C.
            1981,  the Americans with Disabilities Act,  the  Age
          Discrimination  in  Employment  Act,  the  Family   and
          Medical  Leave Act, and the Employee Retirement  Income
          Security Act.  You understand and agree that by signing
          this  Agreement, you are giving up any right which  you
          may have under federal law or the laws of any state  or
          municipality to file, and are hereby covenanting not to
          file,  complaints  or lawsuits or to assert  any  claim
          against  the Company or any of its officers,  directors
          and  employees with any court or administrative  agency
          concerning  any  events related to your  employment  or
          termination  of  employment  with  the  Company.   This
          release extinguishes any potential claims of employment
          discrimination  arising from your employment  with  and
          termination  from the Company existing on the  date  of
          execution of this Agreement.

          You  acknowledge that you have had the  opportunity  to
          review  this  Agreement and to consult  an  advisor  or
          attorney  of your choice before signing this  Agreement
          after  you  were  given a copy of this Agreement.   You
          further  acknowledge that you understand this Agreement
          and  entered into and signed this Agreement  knowingly,
          voluntarily  and  with  such  consultation  with   such
          advisor or attorney as you deemed to be appropriate.

     2.   Upon the effective date of your separation, August  21,
          2002,  you immediately ceased all employment activities
          and  returned  to  the  Company  all  of  its  records,
          correspondence and documents in your possession, except
          those  that  are  necessary to perform your  consulting
          arrangement.  Following termination of your  consulting
          arrangement, you will immediately return to the Company
          all  of  its  records, correspondence and documents  in
          your possession.  The Company acknowledges that you are
          not obligated to return strictly personal files that do
          not    contain   Company   property   or   confidential
          information  now in your possession that  were  at  one
          time  stored at your offices.  As of August  21,  2002,
          you  also returned to the Company all property  of  the
          Company  including, keys, corporate credit  cards,  air
          travel  cards,  laptop  or other  computers  and  other
          office equipment and supplies.

     3.   The  terms  of  this  Agreement  will  be  treated   as
          confidential by you and will not be disclosed by you to
          anyone except your attorney, spouse (who previously has
          agreed in writing to hold confidentially information of
          the  type described in this Agreement), accountant, tax
          advisor, or except as may be required by law or  agreed
          to in writing by the Company.  You agree to notify your
          attorney,  spouse, accountant and tax  advisor  of  the
          confidential nature of this Agreement.

     4.   For  a period of five years from the effective date  of
          this  Agreement, you agree to refrain from  making  any
          derogatory or disparaging statements to any  person  or
          entity  regarding  the  Company,  its  management,  its
          products   or  services.   This  provision  shall   not
          prohibit  you from responding truthfully to a  subpoena
          or   an  inquiry  from  a  governmental  agency  or  as
          otherwise required by law.

     5.   At  the  Company's request, you will use all reasonable
          efforts to cooperate with the Company in any present or
          future  claims or lawsuits involving the Company  where
          you  have knowledge of the underlying facts.   For  the
          time you spend working on any claims or lawsuits at the
          request of the Company after other payments under  this
          Agreement  cease,  you  will  be  reimbursed   at   the
          equivalent  rate  per  hour at  which  you  were  being
          compensated  by the Company immediately prior  to  your
          separation;  provided however that if you are  a  named
          party in any claim or lawsuit, you will not be entitled
          to  such  compensation.   In  addition,  you  will  not
          voluntarily   aid,  assist,  or  cooperate   with   any
          claimants or plaintiffs or their attorneys or agents in
          any  claims or lawsuits commenced in the future against
          the  Company; provided, however, that nothing  in  this
          Agreement  will  be  construed  to  prevent  you   from
          testifying  at an administrative hearing, a deposition,
          or  in  court in response to a lawful subpoena  in  any
          litigation or proceedings involving the Company.

     6.   This Agreement shall not in any way be construed as  an
          admission of liability by the Company or you or  as  an
          admission  that  the Company has acted wrongfully  with
          respect  to  you.  The Company specifically denies  and
          disclaims any such liability or wrongful acts.

     7.   This  Agreement  sets  forth our entire  agreement  and
          fully supersedes any prior agreements or understandings
          between  you  and  the Company, with exception  of  the
          AtheroGenics,  Inc. Patent, Copyright and Nondisclosure
          Agreement  dated December 18, 1997 previously  executed
          by  you,  which remains in full force and effect.   You
          acknowledge  that in executing this Agreement  you  did
          not  rely and have not relied on any representation  or
          statement made by the Company or by any employee, agent
          or  representative of the Company, with regard  to  the
          subject  matter, basis or effect of this  Agreement  or
          otherwise, other than those specifically stated in this
          Agreement. This Agreement shall be governed by  Georgia
          law.  In the event that any provision of this Agreement
          should  be  held to be unenforceable, void or voidable,
          all  the  remaining provisions hereof shall  remain  in
          full force and effect.

     8.   This  Agreement shall be binding on you and your heirs,
          representatives  and assigns and  shall  inure  to  the
          benefit of the Company and its successors and assigns.

This Agreement may be executed in multiple counterparts, each  of
which  shall  be  deemed  an original and  together  which  shall
constitute one and the same instrument.

You  acknowledge you have had more than 21 days from your receipt
of this letter within which to consider whether you should accept
the terms of this letter.  You also have seven (7) days from your
execution   of  this  Agreement  to  revoke  this  Agreement   by
delivering notice of your revocation to Russell M. Medford, M.D.,
Ph.D.,  President  and Chief Executive Officer at  the  Company's
offices.   Accordingly, the terms of this Agreement will  not  be
effective  until  seven  (7) days after your  execution  of  this
Agreement.

If   this  letter  accurately  reflects  your  understanding  and
agreement,  please  sign the original and  copy  and  return  the
original to the Company.  The copy is for your files.  The signed
original must be returned to me no later than October 3, 2002  or
the offer will be considered withdrawn.


Sincerely,

ATHEROGENICS, INC.


/s/ Russell M. Medford
By:  Russell M. Medford, M.D., Ph.D.
Its: President and Chief Executive Officer

I  have  read  and  hereby agree to the foregoing  Agreement.   I
hereby  accept  and  agree to all of the  terms,  conditions  and
provisions of the foregoing Agreement.

This 3rd day of October, 2002.




/s/ Mitchell Glass
Mitchell Glass, M.D.




A  copy  of  this letter was originally given to Mitchell  Glass,
M.D. on August 15, 2002.

                                                  Exhibit

                     Consulting Arrangement


As  an  integral part of your Separation and Consulting Agreement
and  General  Release, you have agreed to serve as an independent
consultant to AtheroGenics, Inc. ("AGI") for one year,  beginning
August  22, 2002 and terminating on August 21, 2003. During  this
time,  AGI expects you to be available to the President and Chief
Executive Officer or his designees to provide continuity  in  the
Company's  preparation for and dealings with the  FDA  and  other
regulatory  agencies and to provide drug development advice.  You
will  be  expected to spend up to and including 6 full work  days
per   month   to  formally  meet/consult  with  AGI's   appointed
representatives and perform services for AGI. This would  include
occasional  meetings  in  Atlanta  or  elsewhere,  and  telephone
conferences.  AGI and you will mutually agree to this  consulting
schedule in advance.

AGI  will  reimburse  you  for reasonable  expenses  incurred  in
connection   with   carrying   out   your   consulting    duties.
Documentation  for expenditures will be required consistent  with
the AGI expense reimbursement policy.

In connection with your consulting arrangement with AGI, you have
agreed  to comply with the post-employment related terms  of  the
Patent, Copyright and Nondisclosure Agreement, signed on December
18,  1997,  the  terms  of  which  are  incorporated  herein   by
reference.

Upon termination of this agreement, or at any time we so request,
you  agree  to  return all papers, records, and other  documents,
including  those  documents set forth  in  the  attached  Patent,
Copyright  and Nondisclosure Agreement, which AGI may furnish  or
make available to you.