**Exhibit
        10.1**
  **EMPLOYMENT
        AGREEMENT**
 
 This
        AGREEMENT (the “ **Agreement** ”),
        dated
        as of January
        3, 2005, by and between MANHATTAN PHARMACEUTICALS, INC., a Delaware corporation
        with principal executive offices at 810 Seventh Avenue, 4 th Floor,
        New York, NY 10019 (the “ **Company** ”),
        and Nicholas
        J. Rossettos, residing at 449
        West
        56 th Street,
        Apt. 7D, New York, New York (the “ **Executive** ”).
  **W
        I T N E S S E T H:**
 WHEREAS,
        the Company desires to continue to employ the Executive as Chief Financial
        Officer and Chief Operating Officer of the Company, and the Executive desires
        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 Executive will be employed by the Company as its Chief Financial Officer
        and
        Chief Operating Officer. You will report to the Board of Directors of the
        Company (the “Board”) with primary direction being given by the Company’s Chief
        Executive Officer. You agree to perform such services as are consistent with
        your position as Chief Financial Officer and Chief Operating Officer (the
        “Services”). The Executive agree to perform such Services faithfully, to devote
        all 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. The Executive
        also
        agrees that during the term of this Agreement, the Board, at his sole
        discretion, may appoint another individual to the role of Chief Operations
        Officer, at which time the Executive will continue being employed by the
        Company
        solely as its Chief Financial Officer, without change in compensation or
        term of
        the Agreement.
 
 (b)  Acceptance. Executive hereby accepts such employment and agrees to render the
        Services.
  2.  Term.  (a)  The
        Executive's employment under this Agreement (the "Term") shall commence as
        of
        the Effective Date (as hereinafter defined) and shall continue for a term
        of two
        (2) years, unless sooner terminated pursuant to Section 9 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 Executive and the Board.
 
 3.  Best
        Efforts; Place of Performance.  The
        Executive 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, whether
        or
        not such business activity is pursued for gain, profit or other pecuniary
        advantage, that will interfere with the performance by the Executive of his
        duties hereunder or the Executive’s availability to perform such duties or that
        will adversely affect, or negatively reflect upon, the Company. The
        duties to be performed by the Executive hereunder shall be performed primarily
        at the office of the Company in New York, New York, subject to reasonable
        travel
        requirements on behalf of the Company.
  
 4.  Compensation. As full
        compensation for the performance by the Executive of his duties under this
        Agreement, the Company shall pay the Executive as follows:
  (a)  Base
        Salary.  The
        Company shall pay Executive a salary (the “Base Salary”) equal to One Hundred
        Seventy Five Thousand Dollars ($175,000.00) per year. Payment shall be made
        semi-monthly, on the middle and last day of each calendar month.
  (b)  Discretionary
        Bonus. At the
        sole discretion of the Board of Directors of the Company, the Executive shall
        be
        eligible to receive an additional annual bonus (the “ **Discretionary
        Bonus** ”) in
        an
        amount equal to up to 30% of his Base Salary, based upon his performance
        on
        behalf of the Company during the prior year. Factors to be considered by
        the
        Board of Directors shall include, but not be limited to, significant growth
        in
        the Company’s market capitalization, the liquidity and performance of the
        Company’s Common Stock, as well as any financing received by the Company from
        third parties introduced to the Company by the Executive. The Discretionary
        Bonus shall be payable either as a lump-sum payment or in installments as
        determined by the Board of Directors of the Company in its sole discretion.
        In
        addition, t he
        Board
        of Directors of the Company shall annually review the Bonus to determine
        whether
        an increase in the amount thereof is warranted.
  (c)  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 Executive under this Section 4.
  (d)  Stock
        Options. As
        additional compensation for the services to be rendered by the Executive
        pursuant to this Agreement, the Company shall grant the Executive stock
        options (“ **Stock
        Options** ”)
        to
        purchase 50,000 shares of the outstanding Common Stock of the
        Company .
        The stock
        options shall vest in two equal installments of 25,000 shares on the first
        and
        second anniversary of this Agreement, subject ,
        in each
        case, to the
        provisions of Section 9 below and shall have an exercise price equal to the
        fair
        market value on the date of issuance. In connection with such grant, the
        Executive 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 as well as such other terms and
        conditions as the Board of Directors shall determine in their sole
        discretion.
  (e)  Expenses. The
        Company shall reimburse the Executive for all normal, usual and necessary
        expenses incurred by the Executive 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 Executive’s
        expenditures and otherwise in accordance with any expense reimbursement policy
        as may from time to time be adopted by the Company.
  (f)  Other
        Benefits. The
        Executive shall be entitled to all rights and benefits for which he shall
        be
        eligible under any benefit or other plan (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 executives from
        time
        to time
  -2-
 (g)  Vacation. The
        Executive shall, during the Term, be entitled to a vacation of four (4) weeks
        per annum ,
        in
        addition to holidays observed by the Company .
        The
        Executive 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.
  5.  Confidential
        Information and Inventions.
  (a)  The
        Executive 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
        Executive agrees to keep confidential and not 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 Executive
        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 Executive
        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 Executive’s duties to the Company.
        The Executive 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.
  (b)  Except
        with prior written authorization by the Company, the Executive agrees not
        to
        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
        Executive 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 Executive 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 Executive 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 Executive will
        execute all documents necessary:
 
 -3-
 (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.
  (d)  The
        Executive acknowledges that while performing the services under this Agreement
        the Executive 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
        Executive 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 Executive), agents or consultants during
        the
        Employment Term shall be and remain the sole and exclusive property of the
        Company or such affiliate and the Executive 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
        Executive understands and recognizes that his services to the Company are
        special and unique and that in the course of performing such services the
        Executive will have access to and knowledge of Confidential and Proprietary
        Information (as defined in Section 6) and the Executive agrees that, during
        the
        Term and for a period of eighteen ( 18 ) 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
        or
        indirectly competitive with the business of the Company, either as an individual
        for his own account, or as a partner, joint venturer, owner, executive,
        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. The Company acknowledges the need for
        the
        Executive to be employed in his profession and will consider whether there
        is a
        specific conflict. The Executive 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 Executive 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 Executive 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.
  -4-
 (b)  During
        the Term and for a period of 18 months thereafter, the Executive shall not,
        directly or indirectly, without the prior written consent of the Company,
        which
        will not be unreasonably withheld:
  (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
  (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 Executive 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 Executive 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 Executive
        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 Executive as a result of any transaction constituting
        a breach of any of the provisions of Sections 5 or 6 and the Executive hereby
        agrees to account for and pay over such Benefits to the Company.
  -5-
 (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 Executive 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 Executive 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 Executive.
  The
        Executive hereby represents and warrants to the best of his knowledge and
        belief
        to the Company as follows:
  (i)  Neither
        the execution or delivery of this Agreement nor the performance by the Executive
        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 Executive is a party or by which
        he
        is bound.
  (ii)  The
        Executive 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 Executive
        enforceable against him in accordance with its terms. No approvals or consents
        of any persons or entities are required for the Executive to execute and
        deliver
        this Agreement or perform his duties and other obligations
        hereunder.
  -6-
 8.  Termination.
        The Executive’s employment hereunder shall be terminated upon the Executive’s
        death and may be terminated as follows:
  (a)  The
        Executive’s employment hereunder may be terminated by the Board of Directors of
        the Company for Cause. Any of the following actions by the Executive shall
        constitute “ **Cause** ”:
  (i)  The
        willful failure, disregard or refusal by the Executive to perform his duties
        hereunder;
 
 (ii)  Any
        willful, intentional or grossly negligent act by the Executive 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, executive or shareholder of the Company
        or any of its affiliates;
  (iii)  Willful
        misconduct by the Executive in
        respect of the duties or obligations of the Executive under this
        Agreement ,
        including, without limitation, insubordination with respect to directions
        received by the Executive from the Board of Directors of the Company ;
  (iv)  The
        Executive’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 Executive engaged in some form of harassment prohibited by law
        (including, without limitation, age, sex or race discrimination) ,
        unless
        the Executive’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 Executive of any of the provisions of Sections
        5, 6 or 7 of this
        Agreement; and
 
 (viii)  Breach
        by
        the Executive of any provision of this Agreement other than those contained
        in Sections
        5, 6 or 7 which is
        not cured by the Executive within thirty (30) days after notice thereof is
        given
        to the Executive by the Company.
  (b)  The
        Executive’s employment hereunder may be terminated by the Board of Directors of
        the Company due to the Executive’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 written
        termination notice to the Executive supported by a written statement from
        a
        reputable independent physician to the effect that the Executive 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 Executive 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 9(b),
        the
        Executive agrees to make himself available and to cooperate in any reasonable
        examination by a reputable independent physician retained by the
        Company.
  -7-
 (c)  The
        Executive’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
        Executive’s employment hereunder may be terminated by the Executive for Good
        Reason. For purposes of this Agreement, “ **Good
        Reason** ”
        shall
        mean any of the following: (i) the assignment to the Executive of
        duties
        inconsistent with the Executive's position, duties, responsibilities, titles
        or
        offices as described herein; (ii) any material reduction by the Corporation
        of the Executive's duties and responsibilities; or (iii) any reduction
        by
        the Corporation of the Executive's compensation or benefits payable hereunder
        (it being understood that a reduction of benefits applicable to all employees
        of
        the Corporation, including the Executive, shall not be deemed a reduction
        of the
        Executive's compensation package for purposes of this definition).
  9.  Compensation
        upon Termination.
  (a)  If
        the
        Executive’s employment is terminated as a result of his death or Disability, the
        Company shall pay to the Executive or to the Executive’s estate, as applicable, (x) his
        Base
        Salary and any accrued but 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.
  (b)  If
        the
        Executive’s employment is terminated by the Board of Directors of the Company
        for Cause, then the Company shall pay to the Executive his Base Salary through
        the date of his termination and the Executive shall have no further entitlement
        to any other compensation or benefits from the Company. All Stock Options
        that are
        scheduled to vest by the end of the calendar year in which such Change of
        Control 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.
  -8-
 (c)  If
        the
        Executive’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 Executive his Base Salary and benefits for a
        period
        of 6 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
        Executive’s employment is terminated by the Company other than as a result of
        the Executive’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 Executive
        his Base Salary and Benefits until the earlier to occur of (1) the end of
        the
        Term and (2) the date that is one year following such termination, and (ii)
        pay
        the Executive 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 Executive 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 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.
  (e)  This
        Section 9 sets forth the only obligations of the Company with respect to
        the
        termination of the Executive’s employment with the Company, and the Executive
        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.
  -9-
 (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 Executive’s rights and obligations hereunder, may not be
        assigned by the Executive. 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.
  (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, including the employment agreement between the Executive and the
        Company
        dated on or about February 28, 2003. 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.
 
 -10-
 IN
        WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
        date
        first above written.
  MANHATTAN
        PHARMACEUTICALS, INC.
 
 
 
 By:__ /s/
        Nicholas J. Rossettos __
 Name:
        Nicholas J. Rossettos
 Date:
        1-3-05
 
 
 
 EXECUTIVE
 
 
 By:__ /s/
        Michael Weiser ______
 Name:  Michael
        Weiser
 Its:   Director
 
 Date
 
  
 -11-