SERVICE
      AGREEMENT

    


    Between
      :

    


    FINSIRTON
      S.p.A.,
      whose
      registered office is in Villa Guardia (Como), Piazza XX Settembre 2, Tax Code
      and VAT nr. 02827580131, (hereinafter referred to as "FINSIRTON")
      represented by dr. Laura Iris Ferro, Sole Director

    -
      on one
      side-

    


    AND

    


    GENTIUM
      S.P.A.,
      whose
      registered office is in Villa Guardia (Como), Piazza XX Settembre 2, Tax Code
      and VAT nr. 00815920137 (hereinafter referred to as "GENTIUM”),
      represented by dr. Salvatore Calabrese, Director of Administration

    -
      on the
      other side -

    


    WHEREAS
      

    


    
      	
              A)

            	
              GENTIUM
                wishes
                to use FINSIRTON’s organisation and expertise in performing the activities
                illustrated herein, and FINSIRTON is willing to perform said activities
                for GENTIUM .

            


    

    


    
      	B)	
              FINSIRTON
                and GENTIUM intend to formalise the provision by FINISIRTON of the
                various
                services described herein to
                GENTIUM.

            


    

    


    
      	C)	
              Hereinafter
                GENTIUM will be referred to as the “Principal”
                and FINSIRTON as the “Agent”

            


    

     

    NOW,
      THEREFORE, THE PARTIES AGREE THE FOLLOWING:

    


    
      	
              1)

            	
              FINSIRTON
                undertakes to perform the activities listed and illustrated below
                for
                GENTIUM:

            


    

    


    
      	 	
              ·

            	
              Personnel
                administration
                -
                The Principal assigns the Agent with the administration of its personnel,
                providing all of the information required so that the Agent may comply
                with the provisions of legislation in force, particularly as regards
                tax
                and social security aspects.

            


    

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
      	
              2)

            	
              The
                fee to be paid to FINSIRTON for the activity provided under this
                contract
                will be calculated as follows: 

            


    

    


    ü Personnel
      services: based
      on
      the number of staff at the cost of € 950.0 per year + VAT for each member of
      staff. A monthly invoice of € 4,300 + VAT with an adjustment at year
      end;

    


    
      	
              ü

            	
              General
                administrative costs:
                refer to secretarial activities performed on behalf of Gentium entailing
                updating the company’s books, registering administrative documents and
                managing the vehicle fleet, calculated on a lump-sum basis of € 48,000/per
                year + VAT established on the basis of the costs incurred and charged
                in
                accordance with the percentage incidence of GENTIUM’s turnover within the
                Finsirton Group. Monthly invoice of € 4,000 +
                VAT.

            


    

    


    
      	
              ü

            	
              Invoices
                will be paid by direct bank transfer, 60 days from the end of the
                month in
                which the invoice is dated.

            


    

    


    
      	
              3)

            	
              The
                Contract will be effective as of January 2, 2006 and will expire
                December
                31, 2006, and will be considered tacitly renewed from year to year
                unless
                one of the parties gives notice to the other, the latter must be
                notified
                one month in advance.

            


    

    The
      Parties acknowledge with immediate effect the possibility to negotiate
      variations of the fee established in art. 2 on the basis of the actual amount
      of
      services rendered.

    


    
      	
              4)

            	
              All
                correspondence regarding this Contract must be made in writing and
                sent by
                hand, by fax, telegram or registered mail with return receipt to
                the
                registered office of each Party.

            


    

    


    
      	
              5)

            	
              Any
                dispute regarding this Contract will be settled by a Board of Arbitration;
                each of the Parties will nominate its own arbitrator, who in turn
                will
                choose the third member of the Board of Arbitration, who will act
                as
                Chairman of said Board.

            


    

    


    
      	
              6)

            	
              This
                Contract cancels and replaces all previous service agreements between
                the
                Parties and may not be amended or changed in any way with the exception
                of
                that expressly provided for herein or with the written agreement
                of the
                Parties signed by their authorised
                representatives.

            


    

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    Read,
      confirmed and signed

    


    Villa
      Guardia, 2
      January
      2006

    
      	 	 	 	 
	/s/ Laura
              Iris Ferro	 	 	/s/ Salvatore
              Calabrese 
	
              
FINSIRTON
              S.p.A.	 	 	
              
GENTIUM
              S.p.A.
	
               Sole
                Director

              (dr. Laura Iris Ferro)

            	 	 	
              Director
                of
                Administration

              (dr. Salvatore Calabrese)