Sample Business Contracts

Consulting Agreement - Pharmos Corp. and Marvin P. Loeb

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

                                                            As of April 14, 2000

Mr. Marvin P. Loeb
Trimedyne, Inc.
2801 Barranca Parkway
Irvine, CA 92714-5114

         Re:      Pharmos Corporation (the "Company")

Dear Marvin:

     I am writing to confirm our agreement relating to your outstanding warrants
and options.  You currently have 5,000 unvested  ten-year  warrants,  which were
granted in 1997 at an  exercise  price of $1.59 per share.  These  warrants  are
scheduled to vest on February 12, 2001.

     In addition,  you have 11,250  ten-year  stock  options  which were granted
under the Company=s  1997 Stock Option Plan (the "Plan") in September 1998 at an
exercise  price of $1.75 per share,  of which 3,750 shares each are scheduled to
vest on September 17, 2000,  2001 and 2002. You also have 10,000  ten-year stock
options  granted under the Plan in April 1999 at an exercise  price of $1.25 per
share, of which 2,500 shares each are scheduled to vest on April 15, 2000, 2001,
2002 and 2003. The shares underlying both the warrants and options granted under
the Plan are currently registered.

     As we  discussed,  although  you  have  informed  us that  you  will not be
standing for re-election as director at the next annual meeting, you have agreed
to serve as an unpaid  consultant  on financial and  strategic  matters  through
March 31, 2001. In  connection  therewith,  you will make yourself  available by
telephone to Haim Aviv and to me and other senior management.  If we request you
to appear  periodically for meetings or the like, we will reimburse you for your
time at a mutually agreed upon level of compensation.  In consideration for your
services,  all of your  warrants and options,  as listed above (an  aggregate of
26,250  warrants/options),  will become fully vested on your last day of service
as a director,  and consistent with their existing terms,  will not expire until
90 days after the  termination  of your status as  consultant  with the Company.
This letter shall be deemed to amend your Warrant  Agreement and Option  Grants,
and except as provided herein,  such Warrant  Agreement and Option Grants remain
in full force and effect.

     Please  acknowledge  your  acceptance  of  the  foregoing  by  signing  and
returning a copy of this letter to me.

                                          PHARMOS CORPORATION

                                          /s/ Gad Riesenfeld
                                          By: Gad Riesenfeld
/s/ Marvin P. Loeb                        President and Chief Operating Officer
Marvin P. Loeb