INDEPENDENT CONTRACTOR AGREEMENT

Exhibit 10.3

INDEPENDENT CONTRACTOR AGREEMENT

This INDEPENDENT CONTRACTOR AGREEMENT ("Agreement") is entered into as of February 1, 2005, between Synthetech, Inc., an Oregon  corporation ("Company"), and David R. Clarke ("Contractor").

1.1      Description of Services. Contractor shall provide, as an independent contractor, consulting services related to strategic planning for the Company for a minimum of 40 hours per week. Contractor shall personally perform all services. Contractor shall not delegate or subcontract any services to be performed for Company pursuant to this Agreement.

1.2      Term. The term of this Agreement shall begin on the date set forth above and, unless terminated earlier, shall end on May 31, 2005. Either party may terminate this Agreement at any time by giving ten days' prior written notice to the other party. This Agreement may be extended only by written agreement of the parties.

1.3      Compensation. [(a)] Company shall pay to Contractor cash compensation in the amount of $13,000 per month, including temporary living expenses. Company shall pay Contractor for completed services at the end of each month.

1.4      Expenses. Company shall reimburse Contractor for reasonable and documented expenses incurred by Contractor in connection with providing the services.

1.5      Progress Reports. Upon Company's request, Contractor shall provide Company with  progress reports and a copy of any work product in its then current condition.

1.6      Nonexclusivity. Contractor may perform services for persons other than Company provided that Contractor shall not undertake to perform services for third

parties if those services would impair timely performance of Contractor's obligations to Company.

1.7      No Authority. Contractor acknowledges that Contractor has no authority to take any action on behalf of Company, and Contractor agrees that he shall take no action on behalf of Company. Without limiting the foregoing, Contractor shall not (a) accept any payment on behalf of Company, (b) accept any order on behalf of Company, or (c) represent to any person that Contractor has any authority to take any action on behalf of Company.

The parties intend to be independent contractors. Neither party shall be deemed an agent or partner of the other party. Contractor acknowledges and agrees that (a) Contractor is not an employee of Company, (b) Contractor has no right to receive employee benefits from Company, and (c) Contractor is solely responsible for all self-employment taxes, withholding taxes, and other taxes applicable to the performance of services by Contractor and the receipt of compensation by Contractor pursuant to this Agreement.

3.1      Confidentiality. All information disclosed by Company to Contractor or otherwise learned by Contractor in connection with the performance of services by Contractor for Company ("Confidential Information") shall be treated by Contractor as confidential information of Company. Contractor shall keep all Confidential Information in confidence and shall not disclose any Confidential Information to any third party. Contractor shall not use any Confidential Information for any purpose other than to perform services for Company pursuant to this Agreement. Such obligations do not apply to information which is now or hereafter becomes generally known, or is hereafter furnished to Contractor by a third party without restriction on disclosure.

3.2      Return. Within five days following the earlier of (a) the request of Company or (b) the termination of this Agreement, Contractor shall return to Company all Confidential Information and all related documents and materials.

3.3      Other Nondisclosure Obligations. This Agreement does not diminish, revoke or supersede any existing Nondisclosure Agreement or similar agreement between the parties. The obligations of the parties set forth in this Section 3 of this Agreement are in addition to the obligations of the parties set forth in any existing Nondisclosure Agreement or otherwise arising under applicable law.