GP STRATEGIES CORP
VALERA AMENDMENT TO PURCHASE AGREEMENT
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>5
<FILENAME>ex1033.txt
<DESCRIPTION>VALERA AMENDMENT TO PURCHASE AGREEMENT
<TEXT>
                                                                   Exhibit 10.33

                               AMENDMENT NO. 1 TO

                      series B convertible preferred stock

                               PURCHASE AGREEMENT


         This Amendment No. 1 to Stock Purchase Agreement (this "Amendment") is
made and entered into as of November 18, 2003, by and among Valera
Pharmaceuticals, Inc., a Delaware corporation (f/k/a Hydro Med Sciences, Inc.)
(the "Company"), and the investors whose names and addresses are set forth on
the signature pages hereto (the "Investors"), and amends the Stock Purchase
Agreement dated May 30, 2003 among the Company and the Investors (the
"Agreement").

                                    RECITALS

         The Company and the Investors desire to amend the Agreement in
accordance with the terms and conditions set forth in this Amendment..

                                    AGREEMENT

         In consideration of the foregoing recitals and the mutual promises,
representations, warranties and covenants hereinafter set forth and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, intending to be legally bound hereby, the parties hereto agree as
follows:

1. Capitalized Terms. All capitalized terms used herein that are not otherwise
defined herein shall have the meanings assigned to them in the Agreement unless
the context hereof requires otherwise.

2. Section 1.2(b). Section 1.2(b) of the Agreement is deleted in its entirety
and replaced with the following:

                           (b) Subject to the terms and conditions hereof, GP
         Strategies Corporation, a Delaware corporation, or an affiliated entity
         (the "Deferred Investor" or the "Parent"), shall have the option to
         purchase up to 6,896,551 shares of a series of Preferred Stock to be
         designated by the Company upon the exercise of this option by the
         Deferred Investor (the "Series B-1 Preferred Stock") at a purchase
         price of $0.725 per share (the "Deferred Investment") during the period
         (the "Deferred Investment Period") commencing on the date hereof and
         ending on the first to occur of: (i) March 31, 2004, (ii) the date an
         Acquisition or Transfer (as defined in the Certificate) is consummated,
         or (iii) the date the Series B Preferred stock is automatically
         converted into Common Stock as provided in Section 6(b) of Article
         4(C)(2) of the Certificate. The Series B-1 Preferred Stock shall be
         identical to the Series B Convertible Preferred Stock except that the
         Series B-1 Preferred Stock shall be non-voting stock and shall be
         convertible into shares of non-voting Common Stock; provided that (x)
         upon the sale or transfer of any shares of Series B-1 Preferred Stock
         to any person or entity not affiliated with the Deferred Investor (as
         determined pursuant to 13 C.F.R. 121.103) (a "Non-Affiliate"), such
         shares of Series B-1 Preferred Stock thereafter shall be convertible

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         into shares of voting Common Stock and (y) upon the sale or transfer of
         any shares of non-voting Common Stock to any Non-Affiliate, such shares
         of non-voting Common Stock shall automatically be converted into shares
         of voting Common Stock. The holders of shares of Series B-1 stock and
         shares of non-voting Common Stock shall not (A) have the right to vote
         such shares for the election of directors or any other matters
         submitted to the stockholders of the Company, (B) be entitled to elect
         any members of the Board of Directors of the Company on account of such
         shares and (C) be entitled to vote as a separate class on any matters
         except as required by law. If the Deferred Investor exercises its
         option to purchase the Deferred Investment, the Company hereby agrees
         to issue and sell to the Deferred Investor, and the Deferred Investor
         agrees to purchase from the Company, the number of shares of Series B-1
         Preferred Stock that the Deferred Investor elects to purchase at the
         Deferred Closing (as hereinafter defined) on the terms and conditions
         set forth in this Agreement. The Company shall give the Deferred
         Investor at least 60 days prior written notice of the anticipated
         closing date of any Qualified Public Offering (as defined in the
         Certificate).

3. References. With respect to each reference in the Agreement to the Deferred
Closing, the Agreement is amended by replacing all references to the "Shares"
with "shares of Series B-1 Preferred Stock."

4. Rights. Except as set forth in Section 2 above with respect to voting rights,
the holders of shares of Series B-1 Preferred Stock shall have all of the rights
and preferences of the holders of shares of Series B Preferred Stock, including
all such rights under the Amended and Restated Investor Rights Agreement and the
Amended and Restated Right of First Refusal and Co-Sale Agreement.

5. No Other Amendment. Except as specifically amended pursuant to this
Amendment, the Agreement remains in full force and effect in accordance with its
terms.

6. Governing Law. This Amendment shall be governed in all respects by the laws
of the State of Delaware without regard to the conflicts of laws principles of
any jurisdiction.

7. Counterparts. This Amendment may be executed in any number of counterparts,
including by facsimile signature, each of which shall be deemed an original, but
all of which together shall constitute one and the same instrument.

              [THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]


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         IN WITNESS WHEREOF, the parties hereto have executed this AMENDMENT NO.
1 TO PURCHASE AGREEMENT as of the date set forth in the first paragraph hereof.

COMPANY:                           INVESTORS:

HYDRO MED SCIENCES, INC.
                                   SMH HYDRO MED II, LLC


By:                                By:
    -------
Name: David S. Tierney             Name: James C. Gale
Title:   President                 Title:   Manager

                                   CORPORATE OPPORTUNITIES FUND, L.P.

                                   By:  SMM Corporate Management, LLC,
                                           General Partner


                                   By:  ________________________________
                                           Name: James C. Gale
                                           Title: Manager
                                   CORPORATE OPPORTUNITIES FUND
                                             (INSTITUTIONAL), L.P.

                                   By:  SMM Corporate Management, LLC,
                                           General Partner


                                   By:  ________________________________
                                           Name: James C. Gale
                                           Title: Manager

                                   LIFE SCIENCES OPPORTUNITIES FUND, L.P.

                                   By:  SMH Life Sciences Management, LLC,
                                           General Partner


                                   By:  ________________________________
                                           Name: James C. Gale
                                           Title: Manager


<PAGE>

                                   WHEATLEY MEDTECH PARTNERS L.P.

                                   By:  Wheatley MedTech Partners LLC,
                                           General Partner

                                   By: __________________
                                   Name:__________________________
                                   Title:___________________________

                                   WHEATLEY ASSOCIATES III, L.P.

                                   By:  Wheatley Partners III, LLC,
                                           General Partner

                                   By: ________________________________
                                          Name:__________________________
                                          Title:___________________________

                                   WHEATLEY PARTNERS III, L.P.

                                   By:  Wheatley Partners III, LLC,
                                           General Partner

                                   By: ________________________________
                                          Name:__________________________
                                          Title:___________________________

                                   WHEATLEY FOREIGN PARTNERS III, L.P.

                                   By:  Wheatley Partners III, LLC,
                                           General Partner

                                   By: ________________________________
                                          Name:__________________________
                                          Title:___________________________


<PAGE>

                                   PALADIN LABS INC.


                                   By: ________________________________
                                          Name:__________________________
                                          Title:___________________________


                                   FALCON SEABOARD HOLDINGS, L.P.


                                   By: ________________________________
                                          Name:__________________________
                                          Title:___________________________


                                   DEFERRED INVESTOR:

                                   GP STRATEGIES CORPORATION


                                   By: ________________________________
                                          Name:__________________________
                                          Title:___________________________





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