AGREEMENT (the "AGREEMENT"), dated as of December 3, 2002, by and between NOVADEL
PHARMA, INC., a Delaware corporation with principal executive offices at 31 State Highway 12, Flemington,
New Jersey 08822 (the "COMPANY"), and GARY SHANGOLD, residing at 14 Laurel Mountain Way,
Califon, New Jersey 07830 (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:
The Company agrees to employ the Executive, and the Executive agrees to be employed by the Company, upon
the terms and subject to the conditions of this Agreement.
The employment of the Executive by the Company as provided in Section 1 shall be for a period of three (3)
years commencing on the date hereof, unless sooner terminated in accordance with the provisions of Section 9
below (the "TERM"); provided, however, that the Term shall be extended automatically for additional one-year
periods unless one party shall advise the other in writing
at least 90 days before the initial expiration of the Term or an anniversary date thereof that this Agreement shall
no longer be so extended.
3. Duties; Best Efforts; Place of Performance.
(a) The Executive shall serve as President and Chief Executive Officer of the Company and shall perform, subject
to the direction of the Board of Directors of the Company, such duties as are customarily performed by the
President and Chief Executive Officer. The Executive shall also have such other powers and duties as may be
from time to time prescribed by the Board of Directors of the Company, provided that the nature of the
Executive's powers and duties so prescribed shall not