AGREEMENT



            THIS AGREEMENT, dated as of October 15, 2002 (the "Agreement"), by

and between Lipid Sciences, Inc., a Delaware corporation (the "Company"), and

Phillip C. Radlick, Ph.D. ("Dr. Radlick").



            WHEREAS, the Company and Dr. Radlick have agreed to Dr. Radlick's

resignation effective as of the Resignation Date (as hereinafter defined); and



            WHEREAS, the Company believes that it is in the best interest of the

shareholders to have Dr. Radlick perform services for the Company as a

consultant following his resignation, and Dr. Radlick has agreed to serve in

such capacity; and



            WHEREAS, the parties intend that this Agreement shall set forth the

terms of their agreement with respect to the foregoing and that this Agreement

shall supercede all prior agreements between the Company and Dr. Radlick,

excluding that certain agreement dated as of June 1, 2000 entitled the Employee

Confidential Information and Inventions Agreement (the "Confidentiality

Agreement") and that certain agreement dated as of November 29, 2001 entitled

Indemnification Agreement (the "Indemnification Agreement").



            NOW, THEREFORE, in consideration of the covenants and agreements

hereinafter set forth in this Agreement, the parties hereto hereby agree as

follows:



            1. Resignation. (a) Effective as of the date of this Agreement (the

"Resignation Date"), Dr. Radlick hereby resigns from his position as President

and Chief Executive Officer of the Company, as a member of the Board of

Directors of the Company (the "Board") and from each and every other position as

an employee, officer or director of the Company, its subsidiaries or affiliated

companies.



            (b) On the Resignation Date, or if the Resignation Date is not a

business day, on the business day immediately following the Resignation Date,

the Company shall pay to Dr. Radlick an amount equal to $22,295.25, less

applicable deductions and withholdings, representing 185.5 hours of vacation

that Dr. Radlick has accrued but not used as of the Resignation Date.



            2. Advising Arrangement. Commencing on the Resignation Date and

ending on February 28, 2003, or such earlier date as contemplated in Section 5

below (the "Advising Period"), Dr. Radlick shall serve as an advisor, shall make

himself available to assist and cooperate with the Company, its subsidiaries and

affiliates, in connection with any matters relating to the business or affairs

of the Company, its subsidiaries and affiliates, and any pending or future

governmental or regulatory investigation, civil or administrative proceeding,

litigation or arbitration related to the business of the Company, its

subsidiaries and affiliates or to Dr. Radlick's services as an officer, director

or employee of the Company, its subsidiaries and affiliates. Dr. Radlick shall

in good faith provide such assistance and cooperation at such time and place and

in such manner as may be requested in good faith from time to time by the Board

or a designee thereof; provided, however, that the Company shall use its best

efforts to accommodate Dr. Radlick's professional obligations when requesting

the assistance and



{PAGE}



cooperation contemplated by this Section 2. During the Advising Period, Dr.

Radlick shall not engage or take part in any activity that is in conflict with

any obligations under this Agreement and the Confidentiality Agreement.

Notwithstanding anything to the contrary in this Section 2, this Agreement shall

not preclude Dr. Radlick from performing services for any other entity that is

not in conflict with the Confidentiality Agreement.



            3. Independent Contractor. Dr. Radlick acknowledges that during the

Advising Period he will be acting as an independent contractor, that he is

solely responsible for his actions or inactions, and that nothing in this

Agreement shall be construed to create an employment relationship between the

Company and Dr. Radlick. During the Advising Period, Dr. Radlick shall not have

the authority to enter into contracts or agreements on behalf of the Company or

to otherwise create obligations of the Company to third parties. Dr. Radlick

shall be responsible for and shall maintain adequate records of expenses he

shall incur in the course of performing services during the Advising Period and

shall be solely responsible for and shall file on a timely basis tax returns and

payments and payments required to be filed with or made to any federal or state

or local tax authority with respect to his performance of services during the

Advising Period. No federal, state or local income tax of any kind shall be

withheld or paid by the Company with respect to any amount paid to Dr. Radlick

during the Advising Period. Dr. Radlick agrees that he shall be responsible for

payment of all applicable state and federal income and employment taxes,

including workers' compensation, disability benefits and unemployment insurance.

The Company shall issue Dr. Radlick forms 1099 with respect to payments of the

Advising Fees.



            4. Payments and Benefits. In consideration of the foregoing, and Dr.

Radlick's execution and delivery of a Release Agreement in the form set forth as

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