DISCOVERY PARTNERS INTERNATIONAL INC
EXHIBIT 10.57
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<TYPE>EX-10.57
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<FILENAME>a83476exv10w57.txt
<DESCRIPTION>EXHIBIT 10.57
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                                                                   Exhibit 10.57

June 18, 2002


Mr. Taylor J. Crouch
83 Belcher Drive
Sudbury, MA 01776

Dear Taylor:

On behalf of Discovery Partners International (DPI), I am pleased to offer you
the position of President and Chief Operating Officer. You will report directly
to Riccardo Pigliucci, Chairman and Chief Executive Officer and will be based in
San Diego, California.

Your annual base salary will be $325,000 and you will be eligible for a year-end
incentive cash bonus with a target payout of 35% of base salary based on
accomplishment of established performance objectives. For 2002, the base salary
will be prorated and the bonus eligibility will be based on a percentage of the
prorated base salary.

Subject to Board approval, we will grant you Stock Options representing 300,000
shares of DPI common stock subject to standard four year vesting (one year cliff
and then monthly) and other standard terms. These will be ISO to the extent
allowed by current tax regulations. It is our intention to have the Board
approve this grant as soon as possible after you join the Company. The vesting
commencement date will be your first day of work, the option term will begin on
the date the Board acts to grant the options and the exercise price will be 100%
of the closing market price on the date the Board grants the options.

You will be provided a relocation package inclusive of closing costs, moving
expenses and reasonable real estate expenses including commissions with the
agreement that should you be terminated for cause or voluntarily resign your
position before your one year anniversary with DPI, you will reimburse us all
amounts paid for relocation.

In order to assist you with relocating from Sudbury to San Diego, DPI will
provide you with a five year fully secured interest free loan of up to $300,000
providing you roll all your equity from your existing homes into your new home.


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Mr. Taylor J. Crouch
June 18, 2002
Page Two


Health benefits will be provided during your employment in accordance with DPI's
health plan. You will also be entitled to other DPI fringe benefits, which
includes accruing 4.0 weeks paid time-off per year and participation in our
401(k) plan. Details of our benefit plans will be provided to you through Human
Resources.

Should the Company terminate you other than for cause, you will be entitled to 6
months base salary continuation severance pay if such termination occurs in the
first 6 months of employment and to one year thereafter. Should your loan with
the Company be still outstanding at the time of termination, your loan will be
due by the end of the severance period.

Should a change in control coupled with a material reduction in responsibilities
occur in the first 12 months of your employment, then you would be eligible for
1 year of severance pay and your loan would be due the latter of the end of the
severance period or July 1, 2004.

Any and all taxes on the compensation, benefits and other items described in
this letter are your sole responsibility, other than FUTA.

Your duties will include overall responsibility for the operational management
of DPI and its subsidiaries.

Employment with the Company is conditional on your signing of a standard
employee inventions agreement and providing proof of employment eligibility. You
will be subject to all company employee policies and procedures including the
insider trading policy. Subject to the terms and conditions of this offer
letter, the Company reserves the right to terminate your employment at any time
and for any reason. Similarly, the employee has the right to cease company
employment at any time. Any legal disagreements with the Company will be settled
by binding arbitration in San Diego (AAA rules).


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Mr. Taylor J. Crouch
June 18, 2002
Page Three


The "at-will" nature of your employment described in this letter shall
constitute the entire agreement between you and DPI concerning the nature of
your employment. Any modification or alteration of the "at-will" term of your
employment can be made only in writing and signed by you and the current
Chairman and CEO of DPI.

If you accept this offer and agree to all of the terms stated in this letter,
please return to Janell Jackson, DPI's Director of Human Resources, a signed
copy of this letter by Wednesday, June 19, 2002. This offer, if not accepted,
will expire on that date.

Taylor, we're looking forward to you joining the DPI team. I am personally very
pleased that you are considering joining our Company and am looking forward to
working with you.

Sincerely,


Riccardo Pigliucci
Chairman and Chief Executive Officer

RP:dlb


Agreed by:


-------------------------------                    -------------------
Taylor J. Crouch                                   Date


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