Chief Financial Officer Employment Agreement

EXHIBIT 10.1

AMENDMENT TO EMPLOYMENT AGREEMENT


THIS AMENDMENT TO EMPLOYMENT AGREEMENT (the " Amendment" ) is made and effective as of January 6, 2006, by and between Bioenvision, Inc., a Delaware corporation (the " Company" ), and David P. Luci (the " Executive" ).


WHEREAS, the Company and the Executive entered into an Employment Agreement (the " Agreement" ) dated as of March 31, 2003; and


WHEREAS, the parties wish to amend certain terms of the Agreement.


NOW, THEREFORE, in consideration of the mutual covenants set forth in this Amendment and in the Agreement, the Company and the Executive agree as follows:


Section 1. Waiver of Permitted Resignation Upon Hiring of Principal Accounting Officer . The Executive agrees that the Company' s hiring and/or employment of an individual other than the Executive to perform the duties of the Company' s chief financial officer, principal financial officer, and/or principal accounting officer prior to the expiration of the term of the Agreement (as defined in Section 2 of the Agreement) will not by itself constitute a Permitted Resignation (as defined in Section 9 of the Agreement), and the Executive hereby waives the right to claim good reason resignation righ ...