Amendment  No. 3
                             to Employment Agreement

     The  Employment  Agreement  dated  as  of  March  15, 1994, as amended (the
"Agreement"),  between  Ascent  Pediatrics,  Inc.  and Emmett Clemente, Ph.D. is
hereby  amended as follows as of the 15th day of March, 2001.  Capitalized terms
used  herein  and not otherwise defined herein shall have the meanings set forth
in  the  Agreement.

     1.     The reference in Section 1 to "March 15, 2001" is hereby deleted and
"March  15,  2002"  is  hereby  substituted  in  lieu  thereof.

     2.     The  reference  in  Section  3.1  to "170,000" is hereby deleted and
"$223,944"  is  hereby  substituted  in  lieu  thereof.

     3.     Section  5  is  hereby amended by inserting the following section as
Section  5.5.:

     "5.5.   Termination  for  Good  Reason  by  the  Executive.
             --------------------------------------------------

          (a)     In  the  event the Executive's employment is terminated by the
Executive  pursuant  to Section 4.5. and (i) the Executive states in the written
notice  of termination delivered pursuant to Section 4.5. to the Company that he
is  terminating  his  employment  with  the  Company for Good Reason (as defined
below),  (ii) such written notice is given promptly but in no event more than 10
business  days  after  the Company's taking any of the actions constituting Good
Reason and (iii) the Company has not cured such actions within the 30-day period
following such notice, then, the Company shall make the payments and provide the
benefits  required  under  Section  5.2.  as  if  the Company had terminated the
Executive's  employment  without  cause  pursuant to Section 4.4.  The effective
date  on  which  the  Executive's  employment  terminates  shall  be  deemed the
Effective  Termination  Date.

          (b)     "Good  Reason"  shall  mean:

               (i)     the principal place of the performance of the Executive's
responsibilities  (the  "Principal Location") is changed to a location outside a
thirty  (30)  mile  radius  from  the  Principal  Location;

               (ii)     there is a material diminution in the Executive's duties
and  authority  (it  being understood that the failure to retain a position with
the  Company  by  itself  (and  without  any associated diminution in duties and
authority) shall not be deemed to constitute a material diminution in duties and
authority);

               (iii)     the  Company  hires  a  Chief  Executive  Officer;

               (iv)     there  is  a  material  reduction  in  the  Executive's
compensation  (other  than  bonus  or  other  discretionary  elements  of  your
compensation);  or

               (v)     the  Executive's  failure  to  be elected to and remain a
member  of  the Board (provided the Executive is willing or serve as such on the
same  terms  and  conditions  as  other  employee-directors)."

     3.     In  all other respects, the Agreement shall remain in full force and
effect,  and  all references in the Agreement to this "Agreement" shall mean the
Agreement  as  amended  hereby.

     IN  WITNESS  WHEREOF, the parties hereto have executed this Amendment as of
the  day  and  year  set  forth  above.


     ASCENT  PEDIATRICS,  INC.
     By:   /s/  James  L.  Luikart
            ----------------------------
     Name:  James  L.  Luikart
              Title:  Director
     EMPLOYEE
     By:  /s/  Emmett  Clemente,  Ph. D.
          -------------------------------
     Emmett  Clemente,  Ph.D.