<PAGE>

                     CONSULTING AGREEMENT

THIS AGREEMENT, dated as of November 14, 1997 (the "Agreement") is by and 
between Pacific Pharmaceuticals, Inc., a Delaware corporation having its 
principal office at 6730 Mesa Ridge Road, Suite A, San Diego, CA 92121 (the 
"Company") and Frank Barnes, an individual residing at 809 West 57th Street, 
Kansas City, MO 64113 ("Consultant").

WHEREAS the Company desires that it be able to call upon the experience and 
knowledge of Consultant for consultation services and advice;

WHEREAS Consultant is willing to render such services to the Company on the 
terms and conditions hereinafter set forth in this Agreement;

NOW, THEREFORE, in consideration of the promises and mutual covenants 
contained herein and for other good and valuable consideration, the parties 
agree as follows:
          
1.  TERM OF AGREEMENT.  Commencing on the date hereof, Consultant shall be 
retained by the Company for an initial period of one year, which period may 
be renewable upon mutual written agreement of the parties. The initial period 
and any extensions or renewals thereof shall constitute the "Consulting Term."

2.  POSITION AND RESPONSIBILITIES.

    (a) Consultant hereby agrees to serve as a consultant to the Company and 
to render such advice and services to the Company as may be reasonably 
required by the Company including, without limitation, to identify and 
facilitate the formation of business relationships between the Company and 
one or more qualified Japanese companies or multi-national companies based in 
Japan ("Japanese Company"). During the Consulting Term, Consultant shall 
report directly to the President and Chief Executive Officer of the Company. 
The nature of the business relationship may be one or more of the following:

        (i)  License agreement with Japanese Company for Company's products 
             in Japan or

       (ii)  other territories.
     
      (iii)  R & D collaboration with Japanese Company.
     
       (iv)  Joint venture with Japanese Company.
     
3.  COMPENSATION.  Compensation shall be on the following basis:

    (a) PER DIEM FEES:  The Company agrees to pay Consultant a fee of $1,500 
per day for services performed. The compensation shall be paid as follows: 
$500 per day in cash; and $1,000 per day in stock of Pacific Pharmaceuticals 
common stock.  Common stock-based compensation shall be paid at the fair 
market value of the Company's common stock on the date of  the invoice 
submitted by Consultant to the Company for services rendered.

                                       
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  (b) SUCCESS FEES:  In addition to the per diem fees described above, 
Consultant shall be entitled to compensation in the event that a 
Japanese Company introduced by Consultant executes an agreement with the 
Company as described in Section 2(a). Success Fees shall be calculated 
on funds received by the Company under a contractual agreement for 
research and development fees, milestone payments, licensing fees and 
equity investments. No compensation shall be paid to Consultant for 
product purchases or royalty payments on products produced by the 
Company. Success Fees shall be calculated as 5% of funds received by the 
Company up to $1,000,000; plus 4% on funds between $1,000,000 and 
$2,000,000; plus 3% on funds between $2,000,000 and $3,000,000; plus 2% 
on funds between $3,000,000 and $4,000,000; plus 1% on funds over 
$4,000,000 up to a maximum of $25,000,000. The maximum amount of Success 
Fees the Consultant can earn is $350,000. Success Fees will be paid in 
cash within 30 days after the funds are received by the Company.  
Consultant will be entitled to Success Fees on all collaborations with a 
Japanese Company entered into by Pacific Pharmaceuticals, Inc. 
consummated during the twelve (12) months following termination of this 
Agreement, but only if contact with the Japanese Company was made prior 
to the termination of this Agreement and the initial introduction to 
Pacific Pharmaceuticals was brought about by Consultant.
          
  (c)  In the event that the Company consummates an agreement with a 
non-Japanese Company that includes Japan within its territories, the 
Company will compensate the Consultant based on a flat 0.5% of the funds 
received up to a maximum amount paid to the Consultant of $100,000, 
provided that:
          
       (i)  The Company has entered into a serious discussion whereby the 
            Japanese Company requests a term sheet relative to a potential 
            license agreement; and
     
      (ii)  This Agreement has not been terminated.

4.  EXPENSES.  Consultant shall be reimbursed in accordance with the 
policies of the Company for necessary and reasonable business expenses 
incurred by Consultant in connection with performance of his duties 
hereunder. Consultant shall be entitled to travel business class on 
trips to Japan.

5.  TERMINATION.  This Agreement and Consultant's retention hereunder 
may be terminated prior to the end of the Consulting Term for any reason 
upon 30 day's written notice by either party.

6.  CONFIDENTIALITY.  Consultant recognizes and acknowledges that in the 
course of Consultant's duties,  Consultant may receive confidential or 
proprietary information owned by the Company, or other third parties 
with whom the Company has an obligation of confidentiality.  Therefore, 
during and after the Consulting Term, Consultant agrees to keep 
confidential and not disclose or use (except in connection with the 
fulfillment of the Consultant's consulting duties to the Company under 
this Agreement) all confidential or proprietary information owned by, or 
received by or on behalf of, the Company unless such information is 
required to be disclosed by legal, administrative or judicial process.   
"Confidential Information" shall include, but shall not be limited to, 
confidential or proprietary scientific or technical information or data, 
business plans, trade secrets, or other confidential information 
relating to customers, development 


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<PAGE>


programs, costs, marketing, trading, investment, sales activities, 
promotion, credit and financial data, manufacturing processes, financing 
methods, plans or the business and affairs of the Company generally, or 
of any subsidiary or affiliate of the Company.  "Confidential 
Information" shall not include, however, information in the public 
domain, information disclosed to Consultant by a third party entitled to 
disclose it without any obligation of confidentiality, or information 
already known to Consultant prior to its receipt provided Consultant can 
evidence such prior knowledge by written documentation.

7.  OWNERSHIP OF INVENTIONS.  In consideration for the compensation paid 
to Consultant by the Company, Consultant hereby assigns to the Company 
all Consultant's right, title and interest in all inventions that arise 
from the Consultant's consulting activities for the Company hereunder, 
and agrees to cooperate fully in the prosecution of any patent 
application resulting from any such invention, at the expense of the 
Company, which cooperation shall include executing any necessary 
documents in connection therewith.
     
8.  SPECIFIC PERFORMANCE.  Consultant acknowledges and agrees that the 
Company's remedies at law for a breach or threatened breach of any of 
the provisions of paragraphs 6 through 7 would be inadequate and, in 
recognition of this fact, Consultant agrees that, in the event of such a 
breach or threatened breach, in addition to any remedies at law or 
equity, the Company, without posting any bond, shall be entitled to 
obtain any form of equitable relief which may be available to it.

9.  REPRESENTATION OF CONSULTANT; USE OF NAME.  Consultant represents 
that there are no binding agreements to which he is a party or by which 
he is bound, forbidding or restricting his activities herein.

10. CONSULTANT NOT AN EMPLOYEE.  The Company and Consultant hereby 
acknowledge and agree that Consultant shall perform the services 
hereunder as an independent contractor and not as an employee of the 
Company.  Consultant agrees that he will file Consultant's own tax 
returns on the basis of Consultant's status as an independent contractor 
for the reporting of all income, social security, employment and other 
taxes due and owing on the consideration received by him under this 
Agreement and that he is responsible for the payment of such taxes.  
Similarly, Consultant shall not be entitled to benefits specifically 
associated with employment status, such as medical, dental and life 
insurance, stock or stock options of the Company and shall not be 
entitled to participate in any other employer benefit programs, except 
as is set forth in a separate Subscription Agreement between the parties 
hereto.  As an independent contractor, Consultant acknowledges, 
understands and agrees that Consultant is not, and shall not represent 
to third parties as being, the agent or representative of the Company 
nor does he have, and shall not represent himself to third parties as 
having, power or authority to do or take any action for or on behalf of 
the Company, as its agent, representative or otherwise, except as 
specifically herein set forth.



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<PAGE>

11.  MISCELLANEOUS.

     (a)  GOVERNING LAW.  This Agreement shall be governed by and construed 
in accordance with the laws of the State of California, without regard to 
principles of conflicts of laws.
   
     (b)  ENTIRE AGREEMENT; AMENDMENT.  This Agreement contains the entire 
understanding of the parties with respect to the retention of Consultant by 
the Company.  There are no restrictions, agreements, promises, warranties, 
covenants or undertakings between the parties with respect to the subject 
matter herein other than those expressly set forth herein.  This Agreement 
may not be altered, modified, or amended except by written instrument signed 
by the parties hereto.

     (c)  NO WAIVER.  The failure of a party to insist upon strict adherence 
to any term of this Agreement on any occasion shall not be considered a 
waiver of such party's rights or deprive such party of the right thereafter 
to insist upon strict adherence to that term or of any other term of this 
Agreement.

     (d)  SEVERABILITY.  In the event that any one or more of the provisions 
of this Agreement shall be or become invalid, illegal or unenforceable in any 
respect, the validity, legality and enforceability of the remaining 
provisions of this Agreement shall not be affected thereby.

     (e)  SUCCESSORS; BINDING AGREEMENT.  This Agreement shall inure to the 
benefit of and be binding upon the parties hereto and their respective heirs, 
representatives, successors and assigns.

     (f)  COUNTERPARTS; EFFECTIVENESS.  This Agreement may be signed in 
counterparts, each of which shall be an original, with the same effect as if 
the signatures thereto and hereto were upon the same instrument.  This 
Agreement shall become effective when each party hereto shall have received a 
counterpart hereof signed by the other party hereto.

          IN WITNESS WHEREOF, the parties hereto have duly executed this 
Agreement as of the day and year first above written.

                         Consultant:


                         -------------------------------------------------------
                         Frank Barnes                           Date:

                         Company:

                         PACIFIC PHARMACEUTICALS, INC.


                         -------------------------------------------------------
                         By: H. Laurence Shaw, M.D.           Date:
                         Its: Chairman, President & CEO



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