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                                                                   EXHIBIT 10.6

                    AMENDED AND RESTATED EMPLOYMENT AGREEMENT



         This Amended and Restated Employment Agreement (the "AGREEMENT") IS
made and entered into as of the first day of June, 2001 by and between
Protarga, Inc., a Delaware corporation with its principal place of business
at 2200 Renaissance Blvd., Suite 450, King of Prussia, PA 19406 (the
"COMPANY") and Nigel L. Webb, residing at _________________________ (the
"EMPLOYEE").

         The Employee has served as President and Chief Executive Officer of the
Company pursuant to an employment agreement dated June 1, 1997 (the "PRIOR
AGREEMENT").

         The Company desires to continue to employ the Employee, and the
Employee desires to continue to be employed by the Company. In consideration of
the rights and obligations described herein, and intending to be legally bound
hereby, the Company and the Employee hereby agree that the Prior Agreement is
hereby amended and restated to read in full as follows:

I.                TERM OF EMPLOYMENT The Company hereby agrees to employ the
Employee, and the Employee hereby accepts employment with the Company, upon the
terms set forth in this Agreement, for the period commencing on June 1, 2001
(the "COMMENCEMENT DATE") and ending May 31, 2006 (such period, as it may be
extended in accordance with Section 11, the "EMPLOYMENT PERIOD'), unless sooner
terminated in accordance with the provisions of Section 5.

2.                TITLE AND DUTIES

         (a)                       The Employee shall serve as President and
Chief Executive Officer of the Company. The Company and the Employee intend that
the Employee shall serve as a director of the Company at all times during the
Employment Period. The Company shall use its best efforts, including
recommending to the Company's stockholders that they elect the Employee to the
Company's Board, to fulfill such intentions. The Employee shall serve as
Chairman of the Board of Directors (the "BOARD") if, when and for as long as
elected to such position by the Board. The Employee shall be subject to the
supervision of, and shall have the authority as is delegated to him by, the
Board, in all cases consistent with his position as President and Chief
Executive Officer.

         (b)                       The Employee hereby accepts such employment
and agrees to undertake the duties and responsibilities normally inherent in
such position. The Employee agrees to devote his full business time to the
performance of his duties hereunder, provided, however, that the Employee may
act as a director and officer of Weston Biotechnology Group, Inc., a private
corporation owned by the Employee.


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3.                COMPENSATION AND BENEFITS.

         3.1                SALARY

                  (a)              The Company shall initially pay the Employee
a salary of $350,000 per annum (the "BASE SALARY").

                  (b)              This Base Salary will be increased upon each
anniversary of the Commencement Date during the Employment Period. The amount of
each increase shall be determined by the Board but in any event shall be no less
than the increase in the Consumer Price Index for urban wage earners and
clerical workers reported by the Bureau of Labor Statistics of the U.S.
Department of Labor ("CPI") at such anniversary relative to the CPI one (1) year
prior to such anniversary.

         3.2                BONUS. For each fiscal year of the Company (with the
understanding that the bonus opportunity for periods prior to the Commencement
Date shall be governed by the terms of the Prior Agreement), the Employee shall
be entitled to receive, no later than March 31 of the immediately succeeding
fiscal year, a cash bonus ("BONUS") of up to fifty percent (50%) (the "BONUS
OPPORTUNITY") of the Base Salary in effect at the end of such fiscal year (thus
resulting in a bonus opportunity of 29.17% for the portion of the fiscal year of
the Company ending during the first year of this Agreement); provided that, in
the event of expiration of this Agreement, the Bonus, if any, shall be paid upon
such expiration based upon Base Salary at such date. The Bonus for each fiscal
year during the Employment Period shall be determined by the Company's
Compensation Committee of the Board based on that Committee's assessment of the
extent to which the Company has attained its business objectives for the period,
which objectives shall be communicated to the Employee prior to the commencement
of each fiscal year. The objectives for the 2001 fiscal year shall be as
specified in the Company's December 2000 Strategic Review memoranda.

         3.3                COMPANY COMPENSATION COMMITMENT. Notwithstanding any
contrary provision of this Agreement, throughout the Employment Period, the
Employee shall be the highest-paid employee of the Company except for
commissioned sales representatives who are below the level of Vice President
("Sales Representatives"). In the event that the total cash compensation of the
Employee payable with respect to any fiscal year of the Company during the
Employment Period is less than the total cash compensation payable to any
employee or individual consultant of the Company for such fiscal year other than
the Employee and the Sales Representatives , then an additional bonus amount in
the amount of the deficiency shall be paid to the Employee within thirty (30)
days of the date of such determination; provided, however, that (1) in reaching
such determination, (a) amounts, if any, deferred by the Employee pursuant to
Section 3.4 of this Agreement shall be treated as cash compensation for the
period(s) in which earned; (b) amounts contributed as salary deferrals on behalf
of the Employee to a plan qualified under Section 401(k) of the Internal Revenue
Code of 1986, as amended (the "CODE") or other comparable plan of the Company
shall be treated as cash compensation for the period(s) in which earned; and (c)
cash payments not intended to form part of the recipient's base salary or bonus
(E.G. a signing bonus, cash resulting from equity compensation transactions)
shall be excluded from the calculation required under this Section 3.3; and (2)
no amount shall be payable under this Section 3.3 in the event that a deficiency
is generated under a contract with any employee or


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individual consultant of the Company which contract is executed on behalf of the
Company by the Employee unless such contract has been approved by the
Compensation Committee of the Board.

         3.4                DEFERRAL OF CASH COMPENSATION. The Employee shall be
permitted to elect to defer payment of up to twenty percent (20%) of the sum of
his Base Salary and Bonus for each calendar year of the Employment Period. Such
deferrals shall be subject to the reasonable procedures established by the
Company governing the establishment and operation of the deferral arrangement.
In the event the Employee makes such an election, deferred amounts shall be
placed in an irrevocable grantor (or "RABBI") trust established by the Company
with usual and customary provisions. The Employee shall remain responsible for
all income and other taxes (including, without limitations, payroll, state and
local taxes) due in connection with such deferrals (other than federal, state
and/or local corporate income tax payable in connection with earnings on the
amount placed in the grantor trust and the portion of any payroll taxes
otherwise payable by the Company), and recognizes that (i) certain of those
taxes may become due prior to the date of taxability for federal income tax
purposes; and (ii) if the circumstances in (i) occur, the Employee will be
required to pay the indicated tax liability (or, with consent of the Company,
reimburse the Company for payment of the tax liability) or the Employee will
permit the amount otherwise deferred under this Section 3.4 to be offset by the
tax amount due, and that certain potential tax disadvantages may result.

         3.5                FRINGE BENEFITS. During the Employment Period, the
Employee shall be entitled to participate in all employee benefit and perquisite
programs of the Company, to the extent that the Employee's position, tenure,
salary, and age make him eligible to participate. The Company shall adopt and
continue to maintain health care, life insurance, and disability plans
consistent with local practice. Until such plans are adopted, the Company will
reimburse the Employee for reasonable premiums paid privately to acquire such
coverage. Notwithstanding any contrary provisions of this Agreement, the
Employee shall remain entitled throughout the Employment Period to such employee
benefits and perquisites (but not including cash or equity compensation) as were
made available under the Prior Agreement, or, if any such benefits or
perquisites cannot be provided in a commercially practicable manner, then the
Company shall provide, after consultation with the Employee, a substitute
benefit or perquisite of reasonably comparable value. The Employee shall also be
entitled to four weeks paid vacation per year, unused portions of which may be
cumulated and carried over, limited, however, to eight (8) weeks' carryover.

         3.6                REIMBURSEMENT OF EXPENSES. The Company shall
reimburse the Employee for all reasonable travel, entertainment and other
expenses incurred or paid by the Employee in connection with, or related to, the
performance of his duties, responsibilities or services under this Agreement,
upon presentation by the Employee of documentation, expense statements, vouchers
and/or such other supporting information as the Company may reasonably request,
provided, however, that the amount available for such travel, entertainment and
other expenses shall be consistent with expense reimbursement policies adopted
by the Company.


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4.                PURCHASE OF SHARES

         4.1                STOCK OPTION GRANT. Subject to the terms and
conditions of the Company's 2000 Stock Option Plan, the Company hereby grants to
the Employee an Incentive Stock Option (ISO) and a Non-qualified Stock Option
(NQO) (collectively, the "OPTIONS") to purchase a total of 72,000 (seventy-two
thousand) shares of the common stock of the Company. The ISO shall have a five
(5) year term an exercise price of twenty seven dollars and fifty cents ($27.50)
per share, and shall vest at a rate of one sixtieth (1/60th) of such ISOs per
month over the four-year period commencing on the Commencement Date and one
thirtieth (1/30th) of such ISOs per month over the immediately succeeding six
(6) months. The NQO shall have a ten (10) year term, an exercise price of
twenty-five dollars ($25.00) per share, and shall vest at a rate of one sixtieth
(1/60th) of such NQOs per month over the five-year period commencing on the
Commencement Date. The maximum number of shares that can be granted as ISOs
under applicable provisions of the Code shall be so granted. To the extent
necessary to achieve that goal, the Compensation Committee shall have the
authority to interchange ISOs and NQOs in the vesting schedule set forth above.

         4.2                EARLY EXERCISE OF NQO. The NQO may be exercised
whether or not vested, to purchase shares of restricted stock of the Company,
PROVIDED THAT such restricted shares shall be subject to repurchase by the
Company, at the exercise price therefor plus accrued interest on any loan made
under Section 4.3 the proceeds of which were used to purchase such shares. Such
repurchase may occur at the Company's option upon termination under Section 5 as
to any such shares not then vested in accordance with the five-year vesting
schedule for NQO set forth in Section 4.1, to the extent that the restrictions
applicable to such shares have not lapsed under Section 6.2. The Company and the
Employee will promptly execute a buy-back agreement containing the foregoing
terms and such other provisions as are customary.

         4.3                COMPANY LOAN. In the event that the Employee elects
to exercise all or any portion of the Options pursuant to Section 4.2, to the
extent the Employee so elects, the Company shall accept as consideration for the
exercise of the Options a full recourse note (a "NOTE") validly delivered by the
Employee containing terms and conditions reasonably satisfactory to the Employee
and the Company, including, but not limited to, (a) an interest rate equal to
the prime rate (as set forth in THE WALL STREET JOURNAL as of the date of
delivery of the notes) plus 1% or such lesser interest rate as the Company
determines in its reasonable discretion, will not result in adverse tax or
accounting consequences; (b) mandatory repayment of the Note on the earliest of
the date of (i) sale of the Company stock subject to the Options as to which the
Note was issued; (ii) the Employee's resignation other than following a
Constructive Termination (as defined in Section 5.2); or (iii) the Company's
termination of the Employee's employment for Cause (as defined in Section 5.1);
in the absence of any such event, the Employee shall repay the outstanding
principal of the Note and accrued interest in equal consecutive quarterly
installments over (A) the two-year period commencing upon the first anniversary
of the date on which the Company stock obtained through the exercise of the
Option becomes freely tradable (e.g., as a result of an initial public offer or
a merger or acquisition), or (B) the three-year period commencing upon the date
of his termination of employment with the Company.


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         4.4                SPECIAL PROVISIONS REGARDING REPAYMENT OF NOTE.
Under such reasonable procedures as may be established by the Company, the
Employee may make payment for amounts due under the Note by tendering vested
shares of Company stock owned by the Employee; provided, however, that the
Company shall not be obligated to accept such payment to the extent that the
Company, in its reasonable discretion, determines that such method of payment
would be contrary to applicable law, result in unacceptable and material
compliance costs under applicable law or would result in material adverse tax or
financial accounting results to the Company. On or prior to the date on which
the Company stock obtained through exercise of the Options becomes freely
tradable (e.g., as a result of an initial public offering or a merger or
acquisition) (a "Liquidity Event"), shares tendered as payment pursuant to this
Section 4.4 shall be deemed to have a value equal to the exercise price for the
associated Option. After a Liquidity Event, shares tendered pursuant to this
Section 4.4 shall be valued at the fair market value of the shares on the date
tendered. If permitted to tender such shares, the Employee shall provide the
Company with such usual and customary representations as to title and other
relevant matters as may be reasonably requested by the Company. The Employee
shall be solely responsible for any tax consequences upon the Employee of the
method of payment permitted under this Section 4.4.

         4.5                ADDITIONAL STOCK OPTIONS. The Company may make
subsequent grants of compensatory stock options to the Employee in the sole
discretion of the Board or the Compensation Committee.

         4.6                OPTION TRUE-UP GRANT. In the event that, as of the
end of any full year of the Employment Period or upon any expiration or
termination hereof, the cumulative number of (a) vested options granted pursuant
to Section 4.1 and 4.5 of this Agreement; plus (b) any additional vested equity
compensation grants of any sort made to the Employee subsequent to the
Commencement Date is less than 25% of the cumulative number of (i) vested
options plus (ii) vested equity compensation grants of any sort made available
by the Company on or after the Commencement Date but during the Employment
Period to employees and individual consultants other than the Employee, pursuant
to compensatory arrangements (and excluding for these purposes any broad based
employee benefit plan in which Employee participates such as an employee stock
purchase plan, if any), then the Company shall at that time grant to the
Employee a fully vested stock option to acquire a number of Company shares equal
to such shortfall, provided that the exercise price of such additional options
shall equal the current fair market value of Company stock as of the date of
grant.

         4.7                SUBSIDIARY OPTIONS. For each subsidiary established
by the Company (whether wholly or partly owned) the Company shall consider
granting the Employee stock or stock options in such subsidiaries when such
subsidiaries are established.

         4.8                LIQUIDITY REGISTRATION RIGHTS. In no event will the
Company register or grant registration rights under the Securities Act of 1933,
as amended, as to any shares of common stock issued under any employee
compensation arrangement (other than shares issued to the Employee), or
purchase, redeem or make any distribution or pay any dividend with respect to
any such shares, without giving the Employee sixty (60) days prior written
notice and the option for his shares to be treated in the same manner.



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5.                EMPLOYMENT TERMINATION. The employment of the Employee by
the Company pursuant to this Agreement shall terminate upon the occurrence of
any of the following events:

         5.1                TERMINATION FOR CAUSE. Termination at the election
of the Company, for Cause ("TERMINATION FOR CAUSE"). For the purposes of this
Agreement, "Cause" for termination shall only be deemed to exist upon (a) the
occurrence of dishonesty; (b) the occurrence of gross negligence or misconduct
of the Employee which is materially injurious to the Company; (c) the conviction
of the Employee of, or the entry of a pleading of guilty or nolo contendere by
the Employee to, any crime involving moral turpitude or any felony, or (d) the
refusal by the Employee to implement an approved resolution of the Board,
insofar as such resolution is reasonable and not inconsistent with the terms of
this Agreement and Company policy.

         5.2                TERMINATION WITHOUT CAUSE. Termination at the
election of the Company, other than pursuant to Sections 5.1 or 5.3 of this
Agreement ("TERMINATION WITHOUT CAUSE"). For the purposes of this Agreement,
Termination Without Cause shall also include the voluntary termination by the
Employee of his employment with the Company, on not less than thirty (30) days
prior written notice from the Employee to the Company to be given within sixty
(60) days following the occurrence of any of the following actions by the
Company, which actions shall not have been cured within such thirty (30) day
period: (a) a material and adverse diminution, on a cumulative basis, of the
Employee's duties, authority, position, compensation or benefits, including
without limitation failure to cause the Employee to retain the position of
President and Chief Executive Officer of the Company; (b) the failure of the
Company to cause the Employee to be elected to and remain a member of the Board
throughout the Employment Period (provided the Employee is willing to serve as
such); (c) mandatory relocation of the Employee's principal office for the
Company to a location either more than fifty (50) miles from the location of the
Employee's current principal office or outside of Pennsylvania; and (d) a breach
by the Company of any of the material terms of this Agreement ("CONSTRUCTIVE
TERMINATION").

         5.3                DEATH OR DISABILITY. The Employee shall die or shall
have been substantially unable to perform the services contemplated under this
Agreement, as Chief Executive Officer, for a continuous period of not less than
six (6) months, due to physical or mental disability, and such disability is
expected to continue on an ongoing basis. A determination of such disability
shall be made by a physician satisfactory to both the Employee and the Company,
provided that if the Company and the Employee do not agree on a physician, the
Employee and the Company shall each select a physician and these two together
shall select a third physician, whose determination shall be binding on all
parties.

         5.4                ELECTION OF EMPLOYEE. The Employee shall have
terminated this Agreement at his election, other than pursuant to Constructive
Termination, effective not less than ninety (90) days after written notice of
such termination from the Employee to the Company.


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6.                EFFECT OF TERMINATION.

         6.1                TERMINATION FOR CAUSE OR AT ELECTION OF EMPLOYEE. In
the event of Termination for Cause pursuant to Section 5.1 or termination at the
election of the Employee pursuant to Section 5.4, the Company shall pay to the
Employee the compensation and benefits otherwise payable to him under Section 3
through the last day of his employment, including without limitation an amount
equal to the amount of any Bonus for the year in which termination occurs times
a fraction the numerator of which is the number of days from the first day of
the fiscal year in which termination occurs through the date of termination and
the denominator of which is 365. Except as required by law, all compensatory pay
and benefits to the Employee shall cease as of the date of termination.

         6.2                TERMINATION WITHOUT CAUSE. In the event of
Termination Without Cause pursuant to Section 5.2, and the Employee executes and
does not rescind a release of claims against the Company and related parties
resulting from such termination (including claims for early termination of
contract, wrongful termination and age discrimination) in a form reasonably
acceptable to the Company and the Employee:

              (a)    The Company shall pay to the Employee an amount equal to
400% of his then current Base Salary if termination occurs on or prior to the
second anniversary of the date hereof, or 300% of his then current Base Salary
if termination occurs after the second anniversary of the date hereof, in either
case payable in twelve (12) equal consecutive monthly installments beginning in
the calendar month following the last day of actual employment;

              (b)    The Company shall provide the Employee with continued
health, dental, life, short and long term disability insurance, and other
benefits enjoyed by the Employee as of his termination of employment, for twelve
(12) months following termination or, to the extent that such continuation is
not legally permissible, cash in lieu of such benefits sufficient to enable the
Employee to purchase equivalent benefits; and

              (c)    All vested Options shall remain exercisable for a period of
at least one (1) year after the date of the Employee's termination, except to
the extent expiring by their original terms.

         6.3                TERMINATION FOR DEATH OR DISABILITY. If the
Employee's employment is terminated by death or because of disability as
described in Section 5.3, the Company shall pay to the estate of the Employee or
to the Employee, as the case may be, the compensation and benefits to which the
Employee would otherwise be entitled under Section 3 (including without
limitation the pro-rated Bonus Opportunity as described in Section 6. 1) up to
the date of death or disability. In addition, the Company shall pay to the
Employee's estate or the Employee in twelve equal monthly installments,
beginning in the calendar month following such termination, an amount equal to
the Employee's Base Salary in effect at the time of termination.

         6.4                SURVIVAL. The provisions of Sections 6, 7, 8, 9, 10
and 12-22 shall survive any termination of this Agreement.



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7.                CHANGE IN CONTROL.

         7.1                DEFINITION. For purposes of this Agreement, the term
"CHANGE IN CONTROL" shall have the meaning set forth in the Company's 2000 Stock
Option Plan, notwithstanding amendment thereof or adoption of a successor plan
after the date hereof.

         7.2                MODIFICATIONS TO TERMINATION PROVISIONS. In the
event that the Employee's employment with the Company is terminated at any time
during the three (3) months prior to or the twelve (12) months following a
Change in Control (the "PROTECTION PERIOD") for reasons other than (x) the
Employee's resignation under Section 5.4; or (y) Termination for Cause:

                  (a)              The Employee shall be paid within five (5)
days after termination a severance benefit equal to 300% of the sum of (i) his
then current Base Salary; and (ii) his then-applicable Bonus Opportunity;

                  (b)              The Company shall pay to the Employee in a
lump sum within five (5) days after termination, the compensation and benefits
otherwise payable to him under Section 3 through the last day of his employment,
including without limitation an amount equal to the amount of his then current
Bonus Opportunity times a fraction the numerator of which is the number of days
through the first day of the fiscal year in which termination occurs through the
date of termination and the denominator of which is 365;

                  (c)              The Company shall provide the Employee with
continued health, dental, life, short and long term disability insurance, out
placement benefits and then current prerequisites for the period specified under
Section 4980B(f) of the Code (sometimes referred to as "COBRA") (or cash in lieu
of continuation of such benefits for the COBRA period, to the extent that such
continuation is not permissible);

                  (d)              To the extent that the Company sponsors a
non-qualified retirement or deferred compensation plan in which the Employee
participates, all benefits under such plan(s) shall become fully vested and all
relevant restrictions shall lapse. In addition, unless the Employee validly
elects otherwise, all such benefits shall be payable in cash to the Employee
within ten (10) days following a Change in Control. Each Company non-qualified
retirement or deferred compensation plan in which the Employee participates
shall be amended to so provide; and

                  (e)              Any portion of the Options and of the
additional options granted under Section 4.5 that is unvested as of the date of
the Employee's termination of employment shall become fully vested and
nonforfeitable, and the restrictions applicable to Company shares issued to the
Employee pursuant to Section 4.2 shall lapse.

         7.3                OBLIGATIONS ASSUMED . The Company shall require any
successor to the Company or buyer of substantially all the assets of the
Company, to assume and perform the Company's obligations under this Agreement.



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         7.4                EMPLOYEE RESIGNATION. At any time during the
one-month period immediately following the first anniversary of a Change in
Control, the Employee may resign for any reason (or no reason) and be treated as
if he resigned due to a Constructive Termination during the Employment Period.

8.                NON-COMPETE.  In the event the Employee's employment is
terminated for any reason, for a period of one (1) year thereafter, the Employee
will not directly or indirectly:

             (a)                   as an individual proprietor, partner,
stockholder, officer, employee, director, joint venturer, investor, lender, or
in any other capacity whatsoever (other than as the holder of not more than one
percent (1%) of the total outstanding equity interests), compete with the
Company or its licensees or sub-licensees by engaging in the business (the
"RESTRICTED BUSINESS") of developing, producing, marketing or selling products
as to which the Company has filed patents or patent applications as of the date
of termination, or other products under development or consideration by the
Company as of the date of termination (collectively, the "PRODUCTS"); provided
that, the Employee may be an employee of or consultant to an entity which
engages in the Restricted Business so long as the Employee does not himself
engage in the Restricted Business by virtue of such employment or consulting
relationship; or

             (b)                   solicit, divert or take away, or attempt to
divert or to take away, the business or patronage of the Company for Products or
any of the clients, customers or accounts of the Company which were contacted,
solicited or served by the Employee while employed by the Company; or

             (c)                   recruit, solicit or induce, or attempt to
induce, any employee of the Company to terminate his or her employment with, or
otherwise cease his or her relationship with, the Company.

9.                CONFIDENTIALITY AND PROPRIETARY INFORMATION. The Employee
agrees to continue to be bound by the terms of the Company's Employee
Confidentiality and Proprietary Information Agreement, which he entered into on
June 4, 1993, except that paragraphs (e) and (f) of such agreement are hereby
amended to read in full as set forth in Section 8 hereof.

10.               INDEMNIFICATION AGREEMENT. The Company agrees that the
Employee shall continue to be covered by the indemnification agreement for the
Company's directors and officers that has been approved by the Board, and by all
provisions of the Company's certificate of incorporation and by-laws relating to
indemnification, duties or standard of care, and no amendment or modification of
any of the foregoing shall be effective with respect to the Employee without the
Employee's prior written consent.

11.               EXTENSION OF AGREEMENT. This Agreement will be automatically
extended for additional one-year periods unless the Company or the Employee
elects to terminate by serving written notice to the other party at least ninety
(90) days prior to the commencement of any additional term.


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12.               CAPTIONS.  The captions of the sections of this Agreement are
for convenience of reference only and in no way define, limit or affect the
scope or substance of any section of this Agreement.

13.               PRONOUNS.  Whenever the context may require, any pronouns used
in this Agreement shall include the corresponding masculine, feminine or neuter
forms, and the singular forms of nouns and pronouns shall include the plural,
and vice versa.

14.               ENTIRE AGREEMENT.  This Agreement constitutes the entire
Agreement between the parties and supersedes all prior agreements and
understandings, whether written or oral, relating to the subject matter of this
Agreement, except as set forth in Sections 9 and 10.

15.               AMENDMENT.  This Agreement may be amended or modified only by
a written instrument executed by both the Company and the Employee.

16.               SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon
and inure to the benefit of both parties and their respective successors and
assigns, including any corporation with which or into which the Company may be
merged or which may succeed to its assets or business, provided, however, that
the obligations of the Employee are personal and may not be assigned by him.

17.               GOVERNING LAW. This Agreement shall be construed, interpreted
and enforced in accordance with the laws of the Commonwealth of Pennsylvania,
without reference to principles of conflicts of laws.

18.               WAIVERS. No delay or omission by either party in exercising
any right under this Agreement shall operate as a waiver of that or any other
right. A waiver or consent given by either party on any one occasion shall be
effective only in that instance and shall not be construed as a bar or waiver of
any right on any other occasion.

19.               ENFORCEABILITY. In case any provision of this Agreement shall
be invalid, illegal or otherwise unenforceable, the validity, legality and
enforceability of the remaining provisions shall in no way be affected or
impaired thereby.

20.               LEGAL FEES. The Company shall reimburse the Employee for the
reasonable fees and expenses of his counsel, in connection with the negotiation
and execution of this Agreement and any related agreements.

21.               NOTICES. All notices required or permitted under this
Agreement shall be in writing and shall be deemed effective upon personal
delivery or upon deposit in the United States Post Office, by registered or
certified mail, postage prepaid, addressed to the other party at the address
shown on the first page of this Agreement, or such other address or addresses as
either party shall designate to the other in accordance with this Section.


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         A copy of notices sent by the Employee to the Company shall be sent to:

                  Morgan Lewis & Bockius LLP
                  1701 Market Street
                  Philadelphia, PA 19103
                  Attn: Joseph Ronan, Esq.

         A copy of notices sent by the Company to the Employee shall be sent to:

                  Drinker Biddle & Reath LLP
                  One Logan Square
                  18th & Cherry Streets
                  Philadelphia, PA 19103-6996
                  Attn: Samuel Mason, Esq.

22.               BOARD APPROVAL. The Company represents that this Agreement has
been duty approved by the Board and the Compensation Committee of the Board and
executed by a duly authorized representative, and is legal, valid, binding and
enforceable upon the Company. All future action of the Company with respect to
this Agreement shall be taken only by resolution of the Board adopted at a duly
constituted and held meeting.

         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year set forth above.

PROTARGA, INC.                                 EMPLOYEE:



By: /s/ Edward R. Gates                         /s/ N. L. Webb
   ---------------------------                 ------------------------------
Edward R. Gates                                Nigel L. Webb, PhD
Chairman, Compensation Committee
Director



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