AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT

Exhibit 10(u.2)

AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT

     This Amendment No. 2 to Employment Agreement (“Amendment”) made as of April 10, 2008 between DUSA Pharmaceuticals, Inc., a New Jersey corporation (“DUSA”) having principal offices at 25 Upton Drive, Wilmington, Massachusetts 01887, and Mark C. Carota (“Carota”), who resides at 144 Old Westford Road, Chelmsford, Massachusetts 01824.

WHEREAS, the parties entered into an Employment Agreement dated February 14, 2000 which was amended as of October 31, 2001 (the “Agreement”); and

WHEREAS, the parties now wish to further amend the Agreement in writing to reflect an increase in the cash bonus opportunity percentage;

NOW THEREFORE, in consideration of the mutual covenants and promises, the parties agree as follows:

1. Paragraph 3 of the