ELITE PHARMACEUTICALS INC /DE/
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>5
<FILENAME>nov1-02elp8k10_3.txt
<TEXT>


                               FIRST AMENDMENT TO
                    AMENDED AND RESTATED EMPLOYMENT AGREEMENT



         THIS FIRST AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT is
entered into this 18th day of July, 2002, by and between Elite Pharmaceuticals,
Inc., a Delaware corporation ("Elite") and Atul M. Mehta of Mahwah, New Jersey
("Mehta").

                              STATEMENT OF PURPOSE

         Mehta and Elite are parties to an Amended and Restated Employment
Agreement dated March 31, 2000 (the "Employment Agreement"). The parties wish to
amend the Employment Agreement to reflect certain additional changes agreed upon
between them.

                                    AGREEMENT

         Now, therefore, in consideration for the covenants exchanged herein,
the parties agree as follows:



         1. Section 8d(iv) shall be amended to read as follows:

            "(iv) a "change in control" of ELITE (as defined below);"



         2. Section 8(d) shall be amended by adding the following text at the
end of the paragraph:

                  "For purposes of this Agreement, the term "change in control"
                  is defined to include (a) a tender offer or exchange offer
                  made and consummated for ownership of ELITE's stock
                  representing 50% or more of the combined voting power of
                  ELITE's outstanding securities; (b) the sale or transfer of
                  substantially all of ELITE's assets to another corporation
                  which is not a wholly-owned subsidiary of ELITE; (c) any
                  transaction relating to ELITE which must be described in
                  accordance with item 5(f) of schedule 14A of Regulation 14A of
                  the Securities and Exchange Commission; (d) any merger or
                  consolidation of ELITE with another corporation, where less
                  than 30% of the outstanding voting share of the surviving or
                  resulting corporation are owned in the aggregate by ELITE's
                  former stockholders; or (e) any tender offer, exchange offer,
                  merger, sale of assets and/or contested election which results
                  in a total change (excluding Mehta) in the composition of
                  ELITE's board of directors."

         3. Section 9(c) shall be amended by adding the following text at the
end of the paragraph:

                  "The amount paid to MEHTA pursuant to this Section shall be
                  deemed severance pay in consideration of the MEHTA's past
                  services to ELITE and his continued services from the date of
                  this Agreement. MEHTA will have no duty to mitigate his
                  damages by seeking other employment nor will MEHTA's severance
                  pay hereunder be reduced or offset by any such future
                  earnings."


                                      -36-
<PAGE>


         4. Paragraph 10 shall be amended adding the following text at the end
of the paragraph:

                  "Additionally, for purposes of this paragraph 10, in the event
                  of a termination by ELITE within three years following a
                  change of control, "a majority of the entire membership of the
                  Board of Directors" shall mean "the unanimous vote of the
                  currently sitting directors (not including MEHTA) who held
                  office at the time of the change of control."

         5.       Section 12 shall be amended by adding the following text at
the end of the paragraph:

                  "Notwithstanding anything in this Agreement to the contrary,
                  upon termination of this Agreement pursuant to paragraph 8d,
                  MEHTA shall have non-exclusive inventorship rights and
                  copyrights in all Permitted Information (defined below),
                  including the right to use such Permitted Information for any
                  business purpose. Permitted Information includes inventions
                  and information of a technical nature (including but not
                  limited to compounds, formulations, processes, work product,
                  etc.) produced or developed by ELITE in the twelve months
                  preceding termination of this Agreement through the efforts,
                  in whole or in part, of MEHTA, regardless of whether such
                  information would otherwise be deemed confidential or would
                  otherwise inure to MEHTA. The rights granted hereunder shall
                  not include any invention for which a patent has been issued
                  prior to termination of employment, or which patent rights
                  have been expressly assigned in writing to ELITE prior to the
                  termination. Additionally, Elite shall retain non-exclusive
                  rights in any invention of Dr. Mehta which it shows has been
                  completed during the course of Dr. Mehta's employment."


         In witness whereof, the parties hereto have set their hands and seals
as of the date first above written.



                                            --------------------------------
                                            Atul M. Mehta



                                            ELITE PHARMACEUTICALS, INC.
[Corporate Seal]

                                            By:
                                               -----------------------------
                                            Title:   Director, acting with
                                                     ---------------------
                                            authority of the Board of Directors
                                            -----------------------------------

Attest:

-----------------
Secretary



                                      -37-
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