Exhibit 10.5

                              EMPLOYMENT AGREEMENT


               AGREEMENT (the "AGREEMENT"), dated as of February 28, 2003, by
and  between  MANHATTAN  PHARMACEUTICALS,  INC.,  a  Delaware  corporation  with
principal  executive  offices at 787 Seventh  Avenue,  48th Floor,  New York, NY
10019 (the  "COMPANY"),  and  Nicholas J.  Rossettos,  residing at 449 West 56th
Street, Apt. 7D, New York, New York (the "EXECUTIVE").

                              W I T N E S S E T H:

               WHEREAS,  the Company desires 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.

                  (b) This  Agreement  shall be conditioned in its entirety upon
the successful completion of the merger transaction (the "Merger")  contemplated
by and among the Company and Atlantic  Technology  Ventures,  Inc. The Effective
Date for the purposes of Section 2. (a) shall be February 21, 2003,  the date of
the Merger.

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               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 Fifty Thousand  Dollars  ($150,000.00)  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") based upon his performance
on behalf of the Company during the prior year. 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.

                  (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 a number of
shares  to be  determined  approximating  1.25  percent  of  the  shares  of the
outstanding  Common Stock of the Company  immediately  following the Merger. The
stock  options  shall vest equally on the first and second  anniversary  of this
Agreement,  subject,  in each case,  to the  provisions  of Section 9 below.  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.
The Board of Directors of the Company shall annually  review the number of Stock
Options granted to the Executive to determine  whether an increase in the number
thereof is warranted.

                  (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


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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

                  (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,


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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:

                     (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


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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.

                  (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


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provisions of Sections 5 or 6 and the Executive 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 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.

               8. Termination.  The Executive's  employment  hereunder shall  be


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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


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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.

                  (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.

                  (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


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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 -
<PAGE>

                  (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.  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 -
<PAGE>


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

                                  MANHATTAN PHARMACEUTICALS, INC.



                                  By:  /s/ Leonard Firestone MD
                                       ------------------------
                                      Name: Leonard Firestone MD
                                      Title: Chief Executive Officer
                                      Date:



                                   EXECUTIVE



                                  By:  /s/ Nicholas J. Rossettos
                                       -------------------------
                                  Name: Nicholas J. Rossettos
                                  Date


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