EXHIBIT 10.49

                            DIRECTORS' EQUITY PROGRAM

     By unanimous Consent the Cambrex Corporation Board of Directors resolved
that as of January 1, 2008, no non-employee director shall receive a stock
option award under the terms of the Non-Employee Director Program of the 1996,
1998, 2001 and 2003 Stock Option Plans and the 2004 Incentive Plan, as such
option award Program is described in the Company's Proxy Statement for its 2008
Annual Meeting of Shareholders. Such Consent further established a new
Directors' Equity Program which provides that on the last business day of each
calendar quarter commencing on March 31, 2008, each Non-employee Director shall
receive an award of Restricted Stock Units ("RSU's") equivalent in value to Four
Thousand Dollars ($4,000) such number of RSU's to be determined by dividing the
sum of Four Thousand Dollars ($4,000) by the closing share price on the date of
the award rounded down to the nearest full share, provided that such RSU's shall
neither vest nor be available for sale until a period of six (6) months from the
date of grant.