EXHIBIT 10.4


                              EMPLOYMENT AGREEMENT


                  AGREEMENT (the  "AGREEMENT"),  dated as of January 2, 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 DR. LEONARD  FIRESTONE,  residing at Backbone Road,
Sewickley Heights, PA 15143-0408 (the "EXECUTIVE").

                              W I T N E S S E T H:

                  WHEREAS,  the  Company  desires  to employ  the  Executive  as
President and Chief Executive 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 President and Chief  Executive  Officer.  You will report to the Board of
Directors  of the Company  (the  "Board")  and shall  perform such duties as are
consistent  with your  position as President  and Chief  Executive  Officer (the
"Services").  The Executive agree to perform such duties  faithfully,  to devote
all your working  time,  attention  and energies to the business of the Company,
and while you remain employed, not to engage in any other business activity that
is in conflict with your duties and  obligations to the Company.  Upon approving
this Agreement, the Board of Directors shall elect you to serve as a Director on
the Board of Directors.  The  principal  place of  performance  of your services
hereunder  shall be at the principal  offices of the Company or such other place
as the Board may reasonably designate.

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

                  2. Term.

                  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 one (1)  year,  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 6 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.

                     (a)  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


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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.

                     (b)  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.  Directorship.  The Company  shall use its best  efforts to
cause  the  Executive  to be  elected  as a member  of its  Board  of  Directors
throughout the Term and shall include him in the  management  slate for election
as a director at every stockholders meeting during the Term at which his term as
a director would otherwise expire. The Executive agrees to accept election,  and
to serve during the Term, as director of the Company,  without any  compensation
therefor other than as specified in this Agreement.

                  5.  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 Two Hundred Fifty  Thousand  Dollars  ($250,000.00)
per year. Payment shall be made  semi-monthly,  on the last day of each calendar
month.

                     (b)  Discretionary  Bonus.  At  the  sole discretion of the
Board of Directors of the Company,  the  Executive  shall  receive an additional
annual bonus (the "DISCRETIONARY BONUS") in an amount equal to up to 100% of his
Base  Salary,  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.  In  addition,  the Board of  Directors  of the
Company shall annually review the Bonus to determine  whether an increase in the
amount thereof is warranted.

                  (c)  Incentive  Bonus.  The Company  shall pay the Executive a
periodic  milestone  based  incentive  bonuses  (each an  "INCENTIVE  BONUS") as
follows:

                     (i)  $50,000  upon  the  filing  of an  Investigational New
Drug Application (IND) with the United States Food and Drug Administration;

                     (ii)  $25,000  within  10  days  of  the  date on which the
Company has received an aggregate of $5,000,000 through financing or otherwise;

                     (iii) $25,000  within 10  days  of the  date  on  which the
Company has received an aggregate of $10,000,000 through financing or otherwise;
and

                     (iv) $50,000  upon the successful  completion  of a Phase I
clinical trial of oleoyl-estrone.

                  (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 Executive under this Section
5.

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                  (e) Stock  Options.  The Company has executed an Agreement and
Plan of Merger with Atlantic Technology Ventures, Inc. ("Atlantic"),  a publicly
traded company (the  "Merger"),  following which Merger  Manhattan  stockholders
will own 80% of the  outstanding  common stock of Atlantic.  Promptly  after the
date of the  Merger,  and 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 of
Common Stock of the Company representing 2.5% of the outstanding Common Stock of
the Company  immediately  following  the Merger.  The stock  options  shall vest
following the first anniversary of this Agreement, subject, in each case, to the
provisions  of Section 10 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 10 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.  In the event
that the  Merger  is  terminated,  then you  shall be issued  Stock  Options  to
purchase 2.5% of the Company following the date of termination.

                  (f) 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.

                  (g) Other  Benefits.  The  Executive  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  executives  from time to time.  In addition,  the
Company shall reimburse the Executives for his reasonable medical licensing fees
and other professional dues.

                  (h)  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.

               6. 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

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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 6(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

<PAGE>

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  6  shall  survive  any
termination of this Agreement.

               7. 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
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 7(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:

                     (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

<PAGE>

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 6 or this Section 7 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 6 or
7 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 7(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 7, 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 7 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 7 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 6 or this Section 7, 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  6 or this  Section  7 that the  covenants
contained in such Sections limit his ability to earn a living.

<PAGE>

                  (g)  The  provisions  of this  Section  7  shall  survive  any
termination of this Agreement.

               8. Representations and Warranties by the Executive.

                  The Executive hereby represents and warrants 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.

               9. 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;

<PAGE>

                     (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 6, 7 or 8 of this  Agreement;  and (viii) Breach by the Executive of
any provision of this Agreement other than those contained in Sections 6, 7 or 8
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.

                  (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).

<PAGE>

               10. 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 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 Executive's death
or Disability  (including  the Options  described in the  immediately  preceding
sentence).

                  (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
Salary and benefits for a period of one year  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  10(b) or (c), then the Company shall continue to
pay to the  Executive  his Base Salary for a period of 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  10 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 10.

                  (f) Upon termination of the Executive's  employment  hereunder
for any reason,  the  Executive  shall be deemed to have resigned as director of
the Company, effective as of the date of such termination.

<PAGE>

                  (g) The  provisions  of this  Section  10  shall  survive  any
termination of this Agreement.

               11. 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 6 or 7 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 6 and 7 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 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

<PAGE>

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.


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

                                 MANHATTAN PHARMACEUTICALS, INC.



                                 By: /s/ David M. Tanen
                                     ------------------------------
                                     Name:  David M. Tanen
                                     Title:   President


                                 EXECUTIVE



                                 By: /s/ Dr. Leonard Firestone
                                         -------------------------
                                 Name:   Dr. Leonard Firestone