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                                                                   EXHIBIT 10.26


March 30, 2004

Frank Thomas
12867 Wendover Drive
Plymouth, MI 48170

Dear Frank:

It is my pleasure to offer you the position of Chief Financial Officer at
Critical Therapeutics, Inc. (the "Company"). As you know, I am excited about the
contributions that I expect you will make to the success of the Company.
Accordingly, if you accept this offer, I would like us to agree that you could
start at Critical Therapeutics, Inc. on or before April 26, 2004 (the "Start
Date").

Duties and Extent of Service

As Chief Financial Officer, you will have responsibility for performing those
duties as are customary for, and are consistent with, such position, as well as
those duties as I may from time to time designate. You will report to me. As you
know, your employment will be contingent upon your agreeing to abide by the
rules, regulations, instructions, personnel practices, and policies of the
Company and any changes therein that the Company may adopt from time to time,
and your execution of the Company's standard Nondisclosure, Developments, and
Non-Competition Agreement.

Compensation

In consideration of your employment with the Company, the Company will pay you a
base starting salary of $215,000 per year, payable in accordance with the
Company's standard payroll practices. You will also be eligible for a
performance based annual bonus in accordance with the Company's current bonus
policy.

You will be entitled to three weeks paid vacation annually. You will also be
entitled to participate in such employee benefit plans and fringe benefits as
may be offered or made available by the Company to its employees.

We will help with your relocation expenses as follows: realtor fees, temporary
accommodations for up to six months, family visits to house search as agreed
upon, shipment of your belongings, closing costs, travel costs to and from your
existing home for up to six months. Your relocation expense reimbursement will
be grossed up.

Stock Options

At the first meeting of the Company's Board of Directors following your Start
Date, it is my intention that the Company will grant to you a stock option (the
"Option") under the


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Company's 2003 Equity Incentive Plan (the "Plan) to purchase an aggregate of
800,000 shares (the "Option Shares") of the Company's common stock, $0.001 par
value per share (the "Common Stock"), at an exercise price equal to the fair
market value of the Common Stock, as determined by the Board of Directors of the
Company on the date of the grant of the Option (the "Grant Date"). This offer is
contingent upon approval by the Board of Directors of your option grant
specifically. Promptly after the Grant Date, the Company and you will execute
and deliver to each other the Company's then standard form of stock option
agreement, evidencing the Option and the terms thereof. As you know, the Option
shall be subject to, and governed by, the terms and provisions of the Plan and
your stock option agreement.

Fifteen percent of your options will vest immediately and the remainder will
vest according to our current 4 year vesting schedule.

Nondisclosure, Developments and Non-Competition

As you know, prior to commencing, and as a condition to your employment with the
Company, all employees, including myself, are required to agree to sign a copy
of the Company's standard Nondisclosure, Developments, and Non-Competition
Agreement. I will be asking you to sign this agreement after you have accepted
the terms of this offer below and prior to or on your Start Date.

No Conflicting Obligation and Obligations

By accepting this offer letter, you represent and warrant that the performance
by you of any or all of the terms of this letter agreement and the performance
by you of your duties as an employee of the Company do not and will not breach
or contravene (i) any agreement or contract (including, without limitation, any
employment or consulting agreement, any agreement not to compete or any
confidentiality or nondisclosure agreement) to which you are or may become a
party on or at an time after the Start Date or (ii) any obligation you may
otherwise have under applicable law to any former employer or to any person to
whom you have provided, provide or will provide consulting services. You
acknowledge that the employment relationship between the Company and you is
at-will, and that the Company and you are each free to sever the employment
relationship at any time and for whatever reason.

Severance

If you are asked to leave your position for any reason other than cause, you
will be eligible for a severance benefit of one year's salary.

I trust that you find the terms as stated above acceptable. If so, I want to
express my level of enthusiasm in bringing you on-board to this exciting new
venture. I know that we will build a team capable of moving our technology
through the research and development process and into the market place, creating
substantial value at the same time. Your involvement as a member of this team is
a critical component of this anticipated success.


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Please acknowledge your acceptance of this offer and the terms of this letter
agreement by signing below and returning a copy to me.

Sincerely,

/s/ Paul Rubin

Paul Rubin, M.D.
Chief Executive Officer


I hereby acknowledge that I have had a full and adequate opportunity to read,
understand and discuss the terms and conditions contained in this letter
agreement prior to signing hereunder.

Date this 19th day of April, 2004



/s/ Frank E. Thomas
________________________
Frank Thomas