AGREEMENT (the "AGREEMENT"), dated as of January 25, 2003, by and between HUDSON HEALTH
SCIENCES, INC., a Delaware corporation with principal Employee offices at Oyster Point Boulevard, Suite
215, South San Francisco, CA 94080 (the "COMPANY"), and FRED VITALE, residing at 12 Highview Road,
Short Hills, NJ 07078 (the "EMPLOYEE").
W I T N E S S E T H:
WHEREAS, the Company desires to continue to employ the Employee as Vice President, Business
Development of the Company, and the Employee desires to continue 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:
(a) Services. The Employee will be employed by the Company as its Vice President, Business Development. The
Employee will report to the Chief Executive Officer of the Company (the "Board") and shall perform such duties
as are consistent with the position of Chief Financial Officer for a company of similar size and stage of
development (the "Services"). The Employee agrees to perform such duties faithfully, to devote all of 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.
(b) Acceptance. Employee hereby accepts such employment and agrees to render the Services.
The Employee's employment under this Agreement (the "Term") shall commence as of January 25, 2003 (the
"Effective Date") and shall continue for a term of two (2) years, unless sooner terminated pursuant to Section 8 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