Sample Business Contracts

Consulting Agreement - Pharmos Corp. and Alan M. Mark

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                                              November 11,1996

Mr. Alan M. Mark
41 Seminole Way
Short Hills, NJ 07078

Dear Mr. Mark:

     This letter agreement (the "Agreement") will confirm the understanding
between Pharmos Corporation ("Pharmos" or the "Company") and Alan M. Mark (the
"Consultant") pursuant to which the Company agrees to engage the Consultant and
the Consultant agrees to provide services to the Company under the terms and
conditions herein provided.

1.   TERM - The Company hereby agrees to retain the Consultant for the six month
period commencing November 1, 1996.  This agreement may be terminated by the
Consultant after 3 months with 30 days written notice to the Company (the
"Consulting Term").

2.   DUTIES- During the Consulting Term, the Company hereby retains the
Consultant as the Company's financial advisor and the Consultant agrees to
advise the Company with respect to the Company's capital structure and other
matters. The Consultant will be acting CFO, reporting to the Chief Executive
Officer, and will assist the Company with certain responsibilities typically
performed by the chief financial officer, including financial planning,
budgeting, investor relations, preparation of SEC reports and other
administrative responsibilities.

3.   COMPENSATION - For Consultant's services hereunder during the Consulting
Term, the Company will pay the Consultant a Consulting Fee of $15,000 per month,
payable in advance on the first of each month, and will reimburse all reasonable
out-of-pocket expenses.  The Company recognizes that the Consultant will not be
located at a Pharmos owned or leased facility and therefore agrees to reimburse
Consultant for the costs of an office, certain equipment and an automobile used
by the Consultant; such amounts will not exceed $3,000 per month but in no case
will they be less than $2,000 per month.  In the event that the end of the
Consulting Term is in the middle of a month, the fees and reimbursements will be
pro rated.

The Consultant will receive 10,000 warrants upon the signing of this agreement,
15,000 additional warrants after three months and 15,000 additional warrants at
the termination of this agreement.  However, if the Consultant elects to effect
a termination of this agreement prior to the scheduled grant date of additional
warrants, such warrants will not be granted.  Warrants will have an exercise
price equal to the average of the closing bid and ask prices prior to the grant
date, will have a six year term (not exerciseable in first year), and will
contain terms and registration rights similar to the warrants issued to C.

The Company understands that the Consultant's services are important in
assisting the Company to raise additional financing and complete strategic
transactions.  In addition to the

compensation provided above, Consultant shall receive from the Company success
fees as follows:

     (i) with respect to financings arranged without a finder, agent and
underwriter, such fee will consist of a cash payment of 3% of gross proceeds
("Investment") received by the Company and 3% value in warrants to purchase
common stock of the Company at 100% of the closing bid price on the date of

     (ii) with respect to financing arranged in part or in full with the
assistance of a finder, agent or underwriter, the fees will be one-half of those
indicated in 3(i) for the portion of the financing utilizing such finder, agent
or underwriter and the fees will be 100% of the amounts in 3(i) for any other

     (iii) with respect to a merger, sale of Company, sale of assets or
subsidiary, or an acquisition by the Company, the cash fee will be 0.5% of the
transaction value (defined as the fair market value of the consideration
received or paid plus the assumption of any liabilities).

All above fees will be payable in full at the closing of each transaction.  All
warrants will be valued using Black-Sholes formula and will be similar in form
to those issued to Consultant in October 1996.  In the event transactions
described in Sections 3(i), 3(ii), and 3(iii) are initiated during the
Consulting Term (as evidenced by a draft term sheet, draft agreement, draft
memorandum of understanding, or draft letter of intent and, in the case of
Section 3(iii), approval of the proposed transaction by the relevant Boards of
Directors) and consummated within six months of the termination of this
engagement, the success fees shall be payable to the Consultant.  No success
fees will be payable in connection with any strategic alliance or related equity

4.   INDEMNITY- The Company agrees to hold harmless, defend and indemnify
Consultant from any firm or individual associated with Consultant for all
reasonable expenses incurred by the Consultant in connection with any
threatened, pending, or completed action, suit, or proceeding, whether civil,
criminal administrative or investigative to which Consultant is, was or at any
time becomes a party, or is threatened to be made a party, by reason of this
Agreement or Consultant's performance of services for or on behalf of Company.
The Consultant will benefit from the Company's D&O insurance program.

5.   INDEPENDENT CONTRACTOR- During the Consulting Term, Consultant will serve
the Company an an independent contractor.

6.   HEADINGS- The headings in this Agreement are solely for the convenience of
reference and shall be given no effect in the construction or interpretation of
this Agreement.

7    GOVERNING LAW- This Agreement, and any dispute arising under or relating to
any provision of this Agreement shall be governed by and construed in accordance
with the laws of the State of New York.

8.   AMENDMENTS - This Agreement may not be amended or changed except by the
written agreement of the Company and the Consultant.

Mr. Alan M. Mark
November 11, 1996
Page 4

9.   SEVERABILITY - If any one or more of the provisions contained in this
Agreement are held to be invalid, illegal or unenforceable in any respect, the
validity of the remaining provisions contained herein shall not in any way be
affected or impaired.

10.  AGREEMENTS - This agreement, once executed by the parties, will replace and
supersede any previous consulting agreements between the Company and the
Consultant except that the provision relating to fees on future financings by
investors in the September 1996 agreement (providing for the payment of a
finder's fee in the event certain investors make additional investments in the
Company prior to September 1997) shall remain in force.

If the foregoing terms correctly set forth our agreement please confirm this
letter by signing and returning to us the duplicate of this letter.

/S/ Haim Aviv                            /S/ Alan Mark
-------------                            ---------------------------------
By: Dr. Haim Aviv, CEO                   By: Alan M. Mark, Consultant
Pharmos Corporation