EMPLOYMENT AGREEMENT



     This Agreement ("Agreement") made as of this 4th day of April, 2006,

between DUSA Pharmaceuticals, Inc., a New Jersey corporation ("DUSA") and

William O'Dell ("O'Dell").



     WHEREAS, O'Dell wishes to be employed by DUSA and DUSA wishes to employ

O'Dell on the terms and conditions set forth in this Agreement, and



     WHEREAS, DUSA and O'Dell wish to enter this Agreement for their mutual

benefit.



     NOW THEREFORE, in consideration of the mutual covenants and promises, the

parties agree as follows:



     1. Employment: DUSA hereby employs O'Dell and he hereby accepts such

employment as the Executive Vice President, Sales and Marketing effective on or

about April 17, 2006. O'Dell agrees to work on a full-time basis and to devote

his best efforts and spend as much time and attention as is necessary to manage

the sales and marketing functions of DUSA. O'Dell shall report to the President

of DUSA. O'Dell agrees to abide by the DUSA's Business Code of Ethics and Senior

Officers Code of Ethics as in force from time to time.



     2. Duties and Responsibilities: Notwithstanding any language contained

herein to the contrary, O'Dell shall be responsible (by way of example and not

by way of limitation) for:



          A. the supervision and oversight of all sales activities and sales

     compensation programs;



          B. the supervision and oversight of all marketing initiatives for

     DUSA's products;



          C. identify opportunities for market penetration, revenue growth and

     profitability of DUSA's products;



          D. identification of corporate partnering opportunities to co-develop

     and market DUSA's products; and



          E. any additional employment responsibilities as deemed appropriate by

     the Board of Directors and DUSA's senior management, from time to time.



     3. Remuneration: DUSA will pay to O'Dell a base salary equal to Two Hundred

Fifty Thousand Dollars ($250,000.00) per annum at intervals consistent with

DUSA's administrative practices, from time to time. This base salary shall be

reviewed by the Board of Directors of DUSA from time to time, not less than on

an annual basis, beginning in January, 2007. Any salary increases shall be

determined by, and shall be made at the sole discretion of the Board. Following

the end of each fiscal year, the Board may award a cash bonus to O'Dell in an

amount up to 35% of his current base salary for such year, as determined by the

Board in its sole discretion. For purposes of awarding the total amount of such

bonus, mutually agreeable performance objectives will be set at the beginning of

any calendar year during O'Dell's employment. The Board may award annual cash

bonuses above 35% of then current base salary for outstanding performance.



<PAGE>



     All salary and other payments and allowances outlined in this Agreement

shall be subject to such withholding taxes and deductions as may be required by

law.



     4. Place of Employment: As Executive Vice President of Sales and Marketing,

O'Dell will operate primarily from the offices of DUSA located in Wilmington,

MA. O'Dell acknowledges, however, that there will be domestic and international

travel required on a regular basis. Such travel is understood to be necessary in

order to promote the business of DUSA.



     5. Benefits: O'Dell will be entitled to participate in the medical,

disability, life, and other insurance benefit plans or pension, profit sharing,

deferred compensation, equity incentive plans, or 401K plans which may be made

available to the officers and employees of DUSA from time to time, subject to

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