EMPLOYMENT AGREEMENT

EXHIBIT 10.1

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (“ Agreement ”) is made and effective as of this 27 ^th day of November, 2006, between Bioenvision, Inc., a Delaware Corporation with a place of business at 345 Park Avenue, New York, NY 10154 (“ Company ”), and James S. Scibetta, an individual who resides at 3 Romary Court, Glen Rock, NJ 07452 (“ Executive ”).

WHEREAS the Company desires to employ Executive and Executive desires to be employed by the Company, on terms set forth herein;

NOW, THEREFORE, in consideration of the mutual agreements set forth herein, the parties agree as follows:

1.              Term of Employment . Executive’s employment under this Agreement shall commence on December 4, 2006 (“ Effective Date ”) and shall end on the first anniversary of the Effective Date (“ Expiration Date ”) or such earlier date on which Executive’s employment terminates in accordance with Section 4 of this Agreement. On the Expiration Date and each anniversary thereof, the Expiration Date shall be extended by one year unless (a) the Agreement has been earlier terminated under Section 4 or (b) either party gives written notice not less than 90 days prior to the then Expiration Date that the Agreement will not be extended. Notwithstanding any extension of the Expiration Date, Executive’s employment may terminate at any time in accordance with Section 4, below.

2.              Nature of Duties . Executive shall during his employment hereunder be the Company’s Chief Financial Officer (“ CFO ”). As such, Executive shall devote his full business time and effort to the performance of his duties for the Company, which he shall perform faithfully and to the best of his ability. Executive shall have all of the customary powers and duties associated with his position. Executive shall be subject to the Company’s policies, procedures, and approval practices, as generally in effect from time to time for all employees of the Company. Executive will report directly to the Company’s Chief Executive Officer. Notwithstanding the foregoing, nothing contained herein shall preclude the Executive from (a) serving on the boards of directors of other companies or organizations with the approval of the Board (not to be unreasonably withheld) or serving on the boards of directors of not-for-profit companies or organizations without the approval of the Board, (b) investing in and managing passive investments, or (c) pursuing his personal, financial and legal affairs provided that such activity does not materially interfere with the performance of the Executive's obligations hereunder.

(a)            Base Salary . The Company shall pay Executive minimum base salary at an annual rate of $270,000. Executive’s base salary shall be paid in conformity with the Company’s salary payment practices generally applicable to similarly situated Company employees

(b)           Discretionary Bonuses . Executive shall be eligible to receive annual bonus compensation in such amounts, if any, to be determined in the sole discretion of the Company’s Board of Directors (the “ Board ”) or as otherwise set forth under the terms of any future written agreements that Executive and the Company may enter into. Notwithstanding the above, a minimum of $85,000 shall be granted at the time of Executive’s completion of one full year of employment with the Company. Executive must be employed by the Company on the date annual bonuses are distributed in order to receive an annual bonus.

(c)            Stock Options . The Company hereby agrees to grant and issue to Executive stock options (pursuant to the terms of an Option Award Agreement, by and between the Company and the Executive, dated the Effective Date (the “Option Award Agreement”) with terms substantially commensurate with the terms of options previously issued to the Company’s management, to purchase 350,000 shares of common stock at its fair market value on the Effective Date (the average of the high and low bid price of shares of the Company's common stock). 100,000 of these options shall vest immediately on the Effective Date, and 125,000 of these options shall vest on each of the first and second anniversaries of the Effective Date, or earlier pursuant to the terms of the Option Award Agreement.

(d)            Standard Benefits . During his employment, Executive shall be entitled to participate in all employee benefit plans and programs to the same extent generally available to similarly situated employees of the Company, in accordance with the terms of those plans and programs.

(e)            Vacation . Executive shall be entitled to four (4) weeks paid vacation per year, which shall be pro-rated for partial years. Unused vacation days will carry over pursuant to the terms set forth in the Company’s Employee Handbook. Notwithstanding anything herein to the contrary, Executive may not take more than two (2) weeks vacation during any twelve (12) week period without the Company’s prior written permission.

(f)             Expenses . Executive shall be entitled to receive prompt reimbursement for all reasonable and customary travel and business expenses he incurs in connection with his employment, but he must incur and account for those expenses in accordance with the policies and procedures established by the Company.

(g)            Place of Performance . In connection with his employment by the Company, unless otherwise agreed by the Executive, the Executive shall be based at the principal executive offices of the Company in New York City, except for travel reasonably required for Company business (the "Place of Performance").

(h)            Rights and Duties . If Executive’s employment is terminated he shall be entitled to the amounts or benefits shown on the applicable row of the following table, subject to the balance of this Section 4, beyond which the Company and Executive shall have no further obligations to each other, except Executive’s confidentiality and other obligations under Section 6, the parties’ mutual arbitration obligations under Section 7, or as set forth in any written agreement the parties subsequently enter into.

(i)            Discharge for Cause . The Company may terminate Executive’s employment at any time if it believes in good faith that it has Cause to terminate his employment. “Cause” shall mean:

(i)            Fraud and Dishonesty . Executive’s commission of a willful act of fraud or dishonesty, the purpose or effect of which materially and adversely affects the Company or its subsidiaries and affiliates (“ Group ”).

(ii)           Unlawful Conduct . Executive’s engaging in conduct that is unlawful.

(iii)          Reckless Conduct . Executive’s engaging in intentional or reckless misconduct or gross negligence in connection with any property or activity of the Group, the purpose or effect of which materially and adversely affects the Group.

(iv)          Breach of Agreement . Executive’s material breach of any of his obligations under this Agreement (other than by reason of physical or mental illness, injury, or condition).

(v)           Failure to Perform Duties . Executive’s continued failure or refusal to attempt in good faith to perform his job duties under this Agreement or to follow the reasonable directions of the Board (other than by reason of physical or mental illness, injury, or condition) after having received thirty (30) days’ notice from the Board of his failure to do so and an opportunity to cure.

(vi)          Barred from Office . Executive’s becoming barred or prohibited by the U.S. Securities and Exchange Commission from holding his position with the Company.

(j)             Termination for Disability . Except as prohibited by applicable law, the Company may terminate Executive’s employment on account of Disability, or may transfer him to inactive employment status, which shall have the same effect under this Agreement as a discharge “other than for Cause.” “ Disability ” means a physical or mental illness, injury, or condition that prevents Executive from performing substantially all of his duties under this Agreement for at least 90 consecutive calendar days or for at least 120 calendar days, whether or not consecutive, in any 365 calendar day period.

(k)            Discharge Other Than for Cause . The Company may terminate Executive’s employment at any time for any reason, and without advance notice. If Executive is discharged by the Company for a reason “other than for Cause”, for “death” or for “Disability”, he will only receive the special benefits provided for such events under Section 4(a) if he (or his estate, as the case may be) signs a separation agreement and general release in a form supplied by the Company within 60 days after his employment ends and he does not thereafter properly revoke the release.

(l)            Resignation . Executive promises not to resign his employment before the Expiration Date (or, if applicable, before any anniversary thereof) unless he has Good Reason to do so, and, i