EXHIBIT 10.2

                              EMPLOYMENT AGREEMENT

            AGREEMENT (the "AGREEMENT"), dated as of January 25, 2003, by and
between HUDSON HEALTH SCIENCES, INC., a Delaware corporation with principal
Employee offices at Oyster Point Boulevard, Suite 215, South San Francisco, CA
94080 (the "COMPANY"), and FRED VITALE, residing at 12 Highview Road, Short
Hills, NJ 07078 (the "EMPLOYEE").

                              W I T N E S S E T H:

            WHEREAS, the Company desires to continue to employ the Employee as
Vice President, Business Development of the Company, and the Employee desires to
continue to serve the Company in those capacities, upon the terms and subject to
the conditions contained in this Agreement;

            NOW, THEREFORE, in consideration of the mutual covenants and
agreements herein contained, the parties hereto hereby agree as follows:

            1. Employment.

                  (a) Services. The Employee will be employed by the Company as
its Vice President, Business Development. The Employee will report to the Chief
Executive Officer of the Company (the "Board") and shall perform such duties as
are consistent with the position of Chief Financial Officer for a company of
similar size and stage of development (the "Services"). The Employee agrees to
perform such duties faithfully, to devote all of his working time, attention and
energies to the business of the Company, and while he remains employed, not to
engage in any other business activity that is in conflict with his duties and
obligations to the Company.

                  (b) Acceptance. Employee hereby accepts such employment and
agrees to render the Services.

            2. Term.

            The Employee's employment under this Agreement (the "Term") shall
commence as of January 25, 2003 (the "Effective Date") and shall continue for a
term of two (2) years, unless sooner terminated pursuant to Section 8 of this
Agreement. Notwithstanding anything to the contrary contained herein, the
provisions of this Agreement governing protection of Confidential Information
shall continue in effect as specified in Section 5 hereof and survive the
expiration or termination hereof. The Term may be extended for additional one
(1) year periods upon mutual written consent of the Employee and the Board.

            3. Best Efforts; Place of Performance.

                  (a) The Employee shall devote substantially all of his
business time, attention and energies to the business and affairs of the Company
and shall use his best efforts to advance the best interests of the Company and
shall not during the Term be actively engaged in any other business activity,
without the permission of the Company, whether or not such business activity is
pursued for gain, profit or other pecuniary advantage, that will interfere with
the performance by the Employee of his duties hereunder or the Employee's
availability to perform such duties or that will adversely affect, or negatively
reflect upon, the Company.

                  (b) The duties to be performed by the Employee hereunder shall
be performed primarily at the office of the Company in South San Francisco,
California, subject to reasonable travel requirements on behalf of the Company,
or such other place as the Board may reasonably designate.
<PAGE>

            4. Compensation. As full compensation for the performance by the
Employee of his duties under this Agreement, the Company shall pay the Employee
as follows:

                  (a) Base Salary. The Company shall pay Employee a salary (the
"Base Salary") equal to One Hundred Seventy Five Thousand Dollars ($175,000) and
reviewed annually by the CEO and Board of Directors during the Term. Payment
shall be made semi-monthly, on the 15th and the last day of each calendar month.

                  (b) Signing Bonus. The Company shall pay the Employee a bonus
of $40,000 within 10 days following the Effective Date as reimbursement for
moving expenses.

                  (c) Incentive Bonus. The Company shall pay the Employee
periodic incentive bonuses (each an "INCENTIVE Bonus") based upon the successful
accomplishment of milestones to be determined by the Chief Executive Officer of
the Company. The aggregate per year Incentive Bonuses shall not exceed $50,000,
unless otherwise decided by the Board.

                  (d) Withholding. The Company shall withhold all applicable
federal, state and local taxes and social security and such other amounts as may
be required by law from all amounts payable to the Employee under this Section
5.

                  (e) Stock Options. As additional compensation for the services
to be rendered by the Employee pursuant to this Agreement, the Company shall
grant the Employee stock options ("STOCK OPTIONS") to purchase 100,000 shares of
Common Stock of the Company representing two and one half percent (2.5%) of the
outstanding Common Stock of the Company. The Stock Options shall vest, if at
all, in two equal installments on January 15, 2005 and January 15, 2006,,
subject in each case to the provisions of Section 9 below and shall be
exercisable at an initial exercise price equal to the lower of 20% of the PPM
(private placement memorandum) price per share or $0.50 per share. In connection
with such grant, the Employee shall enter into the Company's standard stock
option agreement which will incorporate the foregoing vesting schedule and the
Stock Option related provisions contained in Section 9 below. The Board of
Directors of the Company shall annually review the number of Stock Options
granted to the Employee to determine whether an increase in the number thereof
is warranted.

                  (f) Expenses. The Company shall reimburse the Employee for all
normal, usual and necessary expenses incurred by the Employee in furtherance of
the business and affairs of the Company, including reasonable travel and
entertainment, upon timely receipt by the Company of appropriate vouchers or
other proof of the Employee's expenditures and otherwise in accordance with any
expense reimbursement policy as may from time to time be adopted by the Company.

                  (g) Other Benefits. The Employee shall be entitled to all
rights and benefits for which he shall be eligible under any benefit or other
plans (including, without limitation, dental, medical, medical reimbursement and
hospital plans, pension plans, employee stock purchase plans, profit sharing
plans, bonus plans and other so-called "fringe" benefits) as the Company shall
make available to its senior Employees from time to time. In addition, the
Company shall reimburse the Employees for his reasonable medical licensing fees
and other professional dues (including state and federal bar fees and dues).

                  (h) Vacation. The Employee shall, during the Term, be entitled
to a vacation of three (3) weeks per annum, in addition to holidays observed by
the Company. The Employee shall not be entitled to carry any vacation forward to
the next year of employment and shall not receive any compensation for unused
vacation days.


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<PAGE>

            5. Confidential Information and Inventions.

                  (a) The Employee recognizes and acknowledges that in the
course of his duties he is likely to receive confidential or proprietary
information owned by the Company, its affiliates or third parties with whom the
Company or any such affiliates has an obligation of confidentiality.
Accordingly, during and after the Term, the Employee agrees to keep confidential
and not knowingly disclose or make accessible to any other person or use for any
other purpose other than in connection with the fulfillment of his duties under
this Agreement, any Confidential and Proprietary Information (as defined below)
owned by, or received by or on behalf of, the Company or any of its affiliates.
"Confidential and Proprietary Information" shall include, but shall not be
limited to, confidential or proprietary scientific or technical information,
data, formulas and related concepts, business plans (both current and under
development), client lists, promotion and marketing programs, trade secrets, or
any other confidential or proprietary business information relating to
development programs, costs, revenues, marketing, investments, sales activities,
promotions, credit and financial data, manufacturing processes, financing
methods, plans or the business and affairs of the Company or of any affiliate or
client of the Company. The Employee expressly acknowledges the trade secret
status of the Confidential and Proprietary Information and that the Confidential
and Proprietary Information constitutes a protectable business interest of the
Company. The Employee agrees: (i) not to use any such Confidential and
Proprietary Information for himself or others; and (ii) not to take any Company
material or reproductions (including but not limited to writings,
correspondence, notes, drafts, records, invoices, technical and business
policies, computer programs or disks) thereof from the Company's offices at any
time during his employment by the Company, except as required in the execution
of the Employee's duties to the Company. The Employee agrees to return
immediately all Company material and reproductions (including but not limited,
to writings, correspondence, notes, drafts, records, invoices, technical and
business policies, computer programs or disks) thereof in his possession to the
Company upon request and in any event immediately upon termination of
employment, except as expressly authorized by the Company.

                  (b) Except with prior written authorization by the Company,
the Employee agrees not to knowingly disclose or publish any of the Confidential
and Proprietary Information, or any confidential, scientific, technical or
business information of any other party to whom the Company or any of its
affiliates owes an obligation of confidence, at any time during or after his
employment with the Company.

                  (c) The Employee agrees that all inventions, discoveries,
improvements and patentable or copyrightable works ("INVENTIONS") initiated,
conceived or made by him, either alone or in conjunction with others, during the
Term shall be the sole property of the Company to the maximum extent permitted
by applicable law and, to the extent permitted by law, shall be "works made for
hire" as that term is defined in the United States Copyright Act (17 U.S.C.A.,
Section 101). The Company shall be the sole owner of all patents, copyrights,
trade secret rights, and other intellectual property or other rights in
connection therewith. The Employee hereby assigns to the Company all right,
title and interest he may have or acquire in all such Inventions; provided,
however, that the Board of Directors of the Company may in its sole discretion
agree to waive the Company's rights pursuant to this Section 5(c) with respect
to any Invention that is not directly or indirectly related to the Company's
business. The Employee further agrees to assist the Company in every proper way
(but at the Company's expense) to obtain and from time to time enforce patents,
copyrights or other rights on such Inventions in any and all countries, and to
that end the Employee will execute all documents necessary:

                        (i) to apply for, obtain and vest in the name of the
Company alone (unless the Company otherwise directs) letters patent, copyrights
or other analogous protection in any country throughout the world and when so
obtained or vested to renew and restore the same; and

                        (ii) to defend any opposition proceedings in respect of
such applications and any opposition proceedings or petitions or applications
for revocation of such letters patent, copyright or other analogous protection.


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<PAGE>

                  (d) The Employee acknowledges that while performing the
services under this Agreement the Employee may locate, identify and/or evaluate
patented or patentable inventions having commercial potential in the fields of
pharmacy, pharmaceutical, biotechnology, healthcare, technology and other fields
which may be of potential interest to the Company or one of its affiliates (the
"THIRD PARTY INVENTIONS"). The Employee understands, acknowledges and agrees
that all rights to, interests in or opportunities regarding, all Third-Party
Inventions identified by the Company, any of its affiliates or either of the
foregoing persons' officers, directors, employees (including the Employee),
agents or consultants during the Employment Term shall be and remain the sole
and exclusive property of the Company or such affiliate and the Employee shall
have no rights whatsoever to such Third-Party Inventions and will not pursue for
himself or for others any transaction relating to the Third-Party Inventions
which is not on behalf of the Company.

                  (e) The provisions of this Section 5 shall survive any
termination of this Agreement.

            6. Non-Competition, Non-Solicitation and Non-Disparagement.

                  (a) The Employee understands and recognizes that his services
to the Company are special and unique and that in the course of performing such
services the Employee will have access to and knowledge of Confidential and
Proprietary Information (as defined in Section 5) and the Employee agrees that,
during the Term and for a period of three (3) months thereafter, he shall not in
any manner, directly or indirectly, on behalf of himself or any person, firm,
partnership, joint venture, corporation or other business entity ("PERSON"),
enter into or engage in any business which is engaged in any business directly
competitive with the business of the Company, either as an individual for his
own account, or as a partner, joint venturer, owner, Employee, employee,
independent contractor, principal, agent, consultant, salesperson, officer,
director or shareholder of a Person in a business competitive with the Company
within the geographic area of the Company's business, which is deemed by the
parties hereto to be worldwide. Notwithstanding the foregoing, if Employee's
employment is terminated under Section 8(c) or 8(d) of this Agreement or if
Employees employment is terminated by the Company without Cause (as defined
herein), the preceding shall not apply and such restrictions on Employee's shall
not exist. The Employee acknowledges that, due to the unique nature of the
Company's business, the loss of any of its clients or business flow or the
improper use of its Confidential and Proprietary Information could create
significant instability and cause substantial damage to the Company and its
affiliates and therefore the Company has a strong legitimate business interest
in protecting the continuity of its business interests and the restriction
herein agreed to by the Employee narrowly and fairly serves such an important
and critical business interest of the Company. For purposes of this Agreement,
the Company shall be deemed to be actively engaged on the date hereof in the
development of novel application drug delivery systems for presently marketed
prescription and over-the-counter drugs and providing consulting services in
connection therewith, and in the future in any other business in which it
actually devotes substantive resources to study, develop or pursue.
Notwithstanding the foregoing, nothing contained in this Section 6(a) shall be
deemed to prohibit the Employee from (i) acquiring or holding, solely for
investment, publicly traded securities of any corporation, some or all of the
activities of which are competitive with the business of the Company so long as
such securities do not, in the aggregate, constitute more than three percent
(3%) of any class or series of outstanding securities of such corporation.

                  (b) During the Term and for a period of 12 months thereafter,
the Employee shall not, directly or indirectly, without the prior written
consent of the Company:

                        (i) solicit or induce any employee of the Company or any
of its affiliates to leave the employ of the Company or any such affiliate; or
hire for any purpose any employee of the Company or any affiliate or any
employee who has left the employment of the Company or any affiliate within one
year of the termination of such employee's employment with the Company or any
such affiliate or at any time in violation of such employee's non-competition
agreement with the Company or any such affiliate; or


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<PAGE>

                        (ii) solicit or accept employment or be retained by any
Person who, at any time during the term of this Agreement, was an agent, client
or customer of the Company or any of its affiliates where his position will be
related to the business of the Company or any such affiliate; or

                        (iii) solicit or accept the business of any agent,
client or customer of the Company or any of its affiliates with respect to
products, services or investments similar to those provided or supplied by the
Company or any of its affiliates.

                  (c) The Company and the Employee each agree that both during
the Term and at all times thereafter, neither party shall directly or indirectly
disparage, whether or not true, the name or reputation of the other party or any
of its affiliates, including but not limited to, any officer, director, employee
or shareholder of the Company or any of its affiliates.

                  (d) In the event that the Employee breaches any provisions of
Section 5 or this Section 6 or there is a threatened breach, then, in addition
to any other rights which the Company may have, the Company shall (i) be
entitled, without the posting of a bond or other security, to injunctive relief
to enforce the restrictions contained in such Sections and (ii) have the right
to require the Employee to account for and pay over to the Company all
compensation, profits, monies, accruals, increments and other benefits
(collectively "BENEFITS") derived or received by the Employee as a result of any
transaction constituting a breach of any of the provisions of Sections 5 or 6
and the Employee hereby agrees to account for and pay over such Benefits to the
Company.

                  (e) Each of the rights and remedies enumerated in Section 6(d)
shall be independent of the others and shall be in addition to and not in lieu
of any other rights and remedies available to the Company at law or in equity.
If any of the covenants contained in this Section 6, or any part of any of them,
is hereafter construed or adjudicated to be invalid or unenforceable, the same
shall not affect the remainder of the covenant or covenants or rights or
remedies which shall be given full effect without regard to the invalid
portions. If any of the covenants contained in this Section 6 is held to be
invalid or unenforceable because of the duration of such provision or the area
covered thereby, the parties agree that the court making such determination
shall have the power to reduce the duration and/or area of such provision and in
its reduced form such provision shall then be enforceable. No such holding of
invalidity or unenforceability in one jurisdiction shall bar or in any way
affect the Company's right to the relief provided in this Section 6 or otherwise
in the courts of any other state or jurisdiction within the geographical scope
of such covenants as to breaches of such covenants in such other respective
states or jurisdictions, such covenants being, for this purpose, severable into
diverse and independent covenants.

                  (f) In the event that an actual proceeding is brought in
equity to enforce the provisions of Section 5 or this Section 6, the Employee
shall not urge as a defense that there is an adequate remedy at law nor shall
the Company be prevented from seeking any other remedies which may be available.
The Employee agrees that he shall not raise in any proceeding brought to enforce
the provisions of Section 5 or this Section 6 that the covenants contained in
such Sections limit his ability to earn a living.

                  (g) The provisions of this Section 6 shall survive any
termination of this Agreement.

            7. Representations and Warranties by the Employee.

                  The Employee hereby represents and warrants to the Company as
follows:


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<PAGE>

                        (i) Neither the execution or delivery of this Agreement
nor the performance by the Employee of his duties and other obligations
hereunder violate or will violate any statute, law, determination or award, or
conflict with or constitute a default or breach of any covenant or obligation
under (whether immediately, upon the giving of notice or lapse of time or both)
any prior employment agreement, contract, or other instrument to which the
Employee is a party or by which he is bound.

                        (ii) The Employee has the full right, power and legal
capacity to enter and deliver this Agreement and to perform his duties and other
obligations hereunder. This Agreement constitutes the legal, valid and binding
obligation of the Employee enforceable against him in accordance with its terms.
No approvals or consents of any persons or entities are required for the
Employee to execute and deliver this Agreement or perform his duties and other
obligations hereunder.

            8. Termination. The Employee's employment hereunder shall be
terminated upon the Employee's death and may be terminated as follows:

                  (a) The Employee's employment hereunder may be terminated by
the Board of Directors of the Company for Cause. Any of the following actions by
the Employee shall constitute "CAUSE":

                        (i) The willful failure, disregard or refusal by the
Employee to perform his duties hereunder;

                        (ii) Any willful, intentional or grossly negligent act
by the Employee having the effect of injuring, in a material way (whether
financial or otherwise and as determined in good-faith by a majority of the
Board of Directors of the Company), the business or reputation of the Company or
any of its affiliates, including but not limited to, any officer, director,
Employee or shareholder of the Company or any of its affiliates;

                        (iii) Willful misconduct by the Employee in respect of
the duties or obligations of the Employee under this Agreement, including,
without limitation, insubordination with respect to any legal directions
received by the Employee from the Board of Directors of the Company;

                        (iv) The Employee's indictment of any felony or a
misdemeanor involving moral turpitude (including entry of a nolo contendere
plea);

                        (v) The determination by the Company, after a reasonable
and good-faith investigation by the Company following a written allegation by
another employee of the Company, that the Employee engaged in some form of
harassment prohibited by law (including, without limitation, age, sex or race
discrimination), unless the Employee's actions were specifically directed by the
Board of Directors of the Company;

                        (vi) Any misappropriation or embezzlement of the
property of the Company or its affiliates (whether or not a misdemeanor or
felony);

                        (vii) Breach by the Employee of any of the provisions of
Sections 5, 6 or 7 of this Agreement; and

                        (viii) Breach by the Employee of any provision of this
Agreement other than those contained in Sections 5, 6 or 7 which is not cured by
the Employee within thirty (30) days after notice thereof is given to the
Employee by the Company.

                  (b) The Employee's employment hereunder may be terminated by
the Board of Directors of the Company due to the Employee's Disability. For
purposes of this Agreement, a termination for "DISABILITY" shall occur (i) when
the Board of Directors of the Company has provided a


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<PAGE>

written termination notice to the Employee supported by a written statement from
a reputable independent physician to the effect that the Employee shall have
become so physically or mentally incapacitated as to be unable to resume, within
the ensuing twelve (12) months, his employment hereunder by reason of physical
or mental illness or injury, or (ii) upon rendering of a written termination
notice by the Board of Directors of the Company after the Employee has been
unable to substantially perform his duties hereunder for 90 or more consecutive
days, or more than 120 days in any consecutive twelve month period, by reason of
any physical or mental illness or injury. For purposes of this Section 8(b), the
Employee agrees to make himself available and to cooperate in any reasonable
examination by a reputable independent physician retained by the Company.

                  (c) The Employee's employment hereunder may be terminated by
the Board of Directors of the Company (or its successor) upon the occurrence of
a Change of Control. For purposes of this Agreement, "CHANGE OF CONTROL" means
(i) the acquisition, directly or indirectly, following the date hereof by any
person (as such term is defined in Section 13(d) and 14(d)(2) of the Securities
Exchange Act of 1934, as amended), in one transaction or a series of related
transactions, of securities of the Company representing in excess of fifty
percent (50%) or more of the combined voting power of the Company's then
outstanding securities if such person or his or its affiliate(s) do not own in
excess of 50% of such voting power on the date of this Agreement, or (ii) the
future disposition by the Company (whether direct or indirect, by sale of assets
or stock, merger, consolidation or otherwise) of all or substantially all of its
business and/or assets in one transaction or series of related transactions
(other than a merger effected exclusively for the purpose of changing the
domicile of the Company).

                  (d) The Employee's employment hereunder may be terminated by
the Employee for Good Reason. For purposes of this Agreement, "GOOD REASON"
shall mean any of the following: (i) the assignment to the Employee of duties
inconsistent with the Employee's position, duties, responsibilities, titles or
offices as described herein; (ii) any material reduction by the Corporation of
the Employee's duties and responsibilities; or (iii) any reduction by the
Corporation of the Employee's compensation or benefits payable hereunder (it
being understood that a reduction of benefits applicable to all employees of the
Corporation, including the Employee, shall not be deemed a reduction of the
Employee's compensation package for purposes of this definition).

            9. Compensation upon Termination.

                  (a) If the Employee's employment is terminated as a result of
his death or Disability, the Company shall pay to the Employee or to the
Employee's estate, as applicable, (x) his Base Salary and any accrued and any
unpaid Bonus and expense reimbursement amounts through the date of his Death or
Disability. All Stock Options that are scheduled to vest by the end of the
calendar year in which such termination occurs shall be accelerated and deemed
to have vested as of the termination date. All Stock Options that have not
vested (or been deemed pursuant to the immediately preceding sentence to have
vested) as of the date of termination shall be deemed to have expired as of such
date. Any Stock Options that have vested as of the date of the Employee's death
or Disability (including any Options deemed to have vested pursuant to this
section 9(a)) shall remain exercisable for a period of 90 days.

                  (b) If the Employee's employment is terminated by the Board of
Directors of the Company for Cause, then the Company shall pay to the Employee
his Base Salary through the date of his termination and the Employee shall have
no further entitlement to any other compensation or benefits from the Company.
All Stock Options that have not vested as of the date of termination shall be
deemed to have expired as of such date. Any Stock Options that have vested as of
the date of the Employee's termination shall remain exercisable for a period of
90 days.

                  (c) If the Employee's employment is terminated by the Company
(or its successor) upon the occurrence of a Change of Control, the Company (or
its successor, as applicable) shall continue to pay to the Employee his Base
Salary and benefits until the earlier of (a) the remainder of


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<PAGE>

the Term, and (b) six months following such termination. All Stock Options that
have not vested as of the date of such termination shall be accelerated and
deemed to have vested as of such date.

                  (d) If the Employee's employment is terminated by the Company
other than as a result of the Employee's death or Disability and other than for
reasons specified in Sections 9(b) or (c), then the Company shall continue to
pay to the Employee his Base Salary for a period of one year following such
termination, and (ii) pay the Employee any expense reimbursement amounts owed
through the date of termination. The Company's obligation under clauses (i) and
(ii) in the preceding sentence shall be subject to offset by any amounts
otherwise received by the Employee from any employment during the one year
period following the termination of his employment. All Stock Options that are
scheduled to vest by the end of the contract year in which such termination
occurs shall be accelerated and deemed to have vested as of the termination
date. All Stock Options that have not vested (or been deemed pursuant to the
immediately preceding sentence to have vested) as of the date of termination
shall be deemed to have expired as of such date.

                  (e) This Section 9 sets forth the only obligations of the
Company with respect to the termination of the Employee's employment with the
Company, and the Employee acknowledges that, upon the termination of his
employment, he shall not be entitled to any payments or benefits which are not
explicitly provided in Section 9.

                  (f) The provisions of this Section 9 shall survive any
termination of this Agreement.

            10. Miscellaneous.

                  (a) This Agreement shall be governed by, and construed and
interpreted in accordance with, the laws of the State of New York, without
giving effect to its principles of conflicts of laws.

                  (b) Any dispute arising out of, or relating to, this Agreement
or the breach thereof (other than Sections 5 or 6 hereof), or regarding the
interpretation thereof, shall be finally settled by arbitration conducted in New
York City in accordance with the rules of the American Arbitration Association
then in effect before a single arbitrator appointed in accordance with such
rules. Judgment upon any award rendered therein may be entered and enforcement
obtained thereon in any court having jurisdiction. The arbitrator shall have
authority to grant any form of appropriate relief, whether legal or equitable in
nature, including specific performance. For the purpose of any judicial
proceeding to enforce such award or incidental to such arbitration or to compel
arbitration and for purposes of Sections 5 and 6 hereof, the parties hereby
submit to the non-exclusive jurisdiction of the Supreme Court of the State of
New York, New York County, or the United States District Court for the Southern
District of New York, and agree that service of process in such arbitration or
court proceedings shall be satisfactorily made upon it if sent by registered
mail addressed to it at the address referred to in paragraph (g) below. The
costs of such arbitration shall be borne proportionate to the finding of fault
as determined by the arbitrator. Judgment on the arbitration award may be
entered by any court of competent jurisdiction.

                  (c) This Agreement shall be binding upon and inure to the
benefit of the parties hereto, and their respective heirs, legal
representatives, successors and assigns.

                  (d) This Agreement, and the Employee's rights and obligations
hereunder, may not be assigned by the Employee. The Company may assign its
rights, together with its obligations, hereunder in connection with any sale,
transfer or other disposition of all or substantially all of its business or
assets.

                  (e) This Agreement cannot be amended orally, or by any course
of conduct or dealing, but only by a written agreement signed by the parties
hereto.


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<PAGE>

                  (f) The failure of either party to insist upon the strict
performance of any of the terms, conditions and provisions of this Agreement
shall not be construed as a waiver or relinquishment of future compliance
therewith, and such terms, conditions and provisions shall remain in full force
and effect. No waiver of any term or condition of this Agreement on the part of
either party shall be effective for any purpose whatsoever unless such waiver is
in writing and signed by such party.

                  (g) All notices, requests, consents and other communications,
required or permitted to be given hereunder, shall be in writing and shall be
delivered personally or by an overnight courier service or sent by registered or
certified mail, postage prepaid, return receipt requested, to the parties at the
addresses set forth on the first page of this Agreement, and shall be deemed
given when so delivered personally or by overnight courier, or, if mailed, five
days after the date of deposit in the United States mails. Either party may
designate another address, for receipt of notices hereunder by giving notice to
the other party in accordance with this paragraph (g).

                  (h) This Agreement sets forth the entire agreement and
understanding of the parties relating to the subject matter hereof, and
supersedes all prior agreements, arrangements and understandings, written or
oral, relating to the subject matter hereof. No representation, promise or
inducement has been made by either party that is not embodied in this Agreement,
and neither party shall be bound by or liable for any alleged representation,
promise or inducement not so set forth.

                  (i) As used in this Agreement, "affiliate" of a specified
Person shall mean and include any Person controlling, controlled by or under
common control with the specified Person.

                  (j) The section headings contained herein are for reference
purposes only and shall not in any way affect the meaning or interpretation of
this Agreement.

                  (k) This Agreement may be executed in any number of
counterparts, each of which shall constitute an original, but all of which
together shall constitute one and the same instrument.


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<PAGE>

            IN WITNESS WHEREOF, the parties hereto have executed this Agreement
as of the date first above written.


                                                 HUDSON HEALTH SCIENCES, INC.



                                                 By: /s/ Mark J. Ahn
                                                     ---------------------------
                                                     Name:  Mark Ahn, Ph.D.
                                                     Title: President and CEO


                                                 EMPLOYEE



                                                 By: /s/ Fred Vitale
                                                     ---------------------------
                                                 Name: Fred Vitale


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