This agreement (the "AGREEMENT") is made November 1, 2003, by and between HUDSON HEALTH
SCIENCES, INC., a Delaware corporation with principal executive offices at 787 Seventh Avenue, 48th Floor,
New York, NY 10019 (the "COMPANY"), and MARK J. AHN, PH.D., residing at 112 Crescent Avenue,
Burlingame, CA 94010 (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").
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 be inconsistent with the Executive's position and duties
(b) The Executive shall devote all of his business time, attention and energies to the business and affairs of the
Company, shall use his best efforts to advance the best interests of the Company and shall not durin