Sample Business Contracts

Consulting Agreement - Pharmos Corp. and Elkan R. Gamzu

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                               Pharmos Corporation
                         99 Wood Avenue South, Suite 301
                                Iselin, NJ 08830

Elkan R. Gamzu, Ph.D.
33 Nobscot Road
Newton, MA 02459

Re: Consulting Agreement

Dear Dr. Gamzu:

This letter  confirms the agreement of Pharmos  Corporation  (the  "Company") to
retain you as of  January  21,  2000 as a  non-exclusive  consultant  to provide
assistance and consulting  services to the company on matters generally relating
to the development of Pharmos' drug candidates, and specifically to dexanabinol.

In  consideration  for your  services,  the  Company  will pay you on a per diem
basis, as and when needed,  at the rate of $3,000 per day. In addition,  we will
request the Compensation  Committee of the Board of Directors to agree that your
upcoming grant of Director's options be issued as of the date of this agreement.

The Company agrees to reimburse you for your out-of-pocket  expenses incurred on
its behalf upon the submission of reasonably detailed statements of all fees and
expenses for which payment is requested,  with explanations,  within thirty (30)
days of  receipt  of such  requests.  All  requests  for  reimbursement  must be
submitted  within  six  months  after  the  conclusion  or  termination  of this

This  Agreement  will  terminate  on January 21,  2001,  subject to extension by
written agreement of the parties hereto.  Notices related to this Agreement will
be deemed to be duly given when received, if delivered by hand, or when sent, if
delivered Federal Express or other recognized  overnight courier or by certified
mail, return receipt requested.

You acknowledge  that in the course of your engagement by the Company,  you will
have  access  to  Proprietary   Information  about  the  Company's  affairs  and
prospects.  The treatment of  Proprietary  Information  shall be governed by the
Confidentiality  and  Non-Use  Agreement  between  Pharmos  and you  dated as of
November 1, 1999.

This  Agreement  and the  Confidentiality  and Non-Use  Agreement  represent the
entire agreement between the Company and you and supersede all prior agreements,
whether  written or oral.  This  agreement may only be modified by a letter duly
signed by each of the  parties  hereto and shall be  governed by the laws of the
State of New Jersey.

                                                      Very truly yours,

                                                      Pharmos Corporation

                                                      /s/ Gad Riesenfeld
                                                      By: Gad Riesenfeld
                                                            President & COO

/s/ Elkan R. Gamzu
 Elkan R. Gamzu, Ph.D.
 33 Nobscot Road
 Newton, MA 02459