EXHIBIT 99(b)


                               THE AUDIT COMMITTEE
                          OF THE BOARD OF DIRECTORS OF
                              PHARMOS CORPORATION.

                 AMENDED AND RESTATED CHARTER, FEBRUARY 11, 2004

I.     PURPOSE

         The Audit Committee (the "Committee") is established by the Board of
Directors (the "Board") of Pharmos Corporation (the "Company") for the primary
purpose of assisting the Board in overseeing the accounting and financial
reporting processes of the Company and audits of the financial statements of the
Company. The Committee shall also review the policies and procedures adopted by
the Company to fulfill its responsibilities regarding the fair and accurate
presentation of financial statements in accordance with generally accepted
accounting principles ("GAAP") and applicable rules and regulations of the
Securities and Exchange Commission (the "SEC") and the National Association of
Securities Dealers (the "NASD") applicable to Nasdaq-listed issuers.

         Consistent with this function, the Committee should encourage
continuous improvement of, and should foster adherence to, the Company's
policies, procedures and practices at all levels. The Committee should also
provide an open avenue of communication among the independent auditor, financial
and senior management, the internal auditing function, if any, and the Board.

         The Committee has the authority to obtain advice and assistance from
outside legal, accounting, or other advisors as deemed appropriate to perform
its duties and responsibilities.

         The Company shall provide appropriate funding, as determined by the
Committee, for compensation to the independent auditor and to any advisers that
the Committee chooses to engage and for ordinary administrative expenses of the
Committee that are necessary or appropriate in carrying out its duties.

         The Committee will primarily fulfill its responsibilities by carrying
out the activities enumerated in Section III of this Charter.

II.    COMPOSITION AND MEETINGS

         The Committee shall be comprised of three or more directors as
determined by the Board, each of whom shall be an independent director (as
defined by all applicable rules and regulations of the SEC and the NASD then in
effect), shall not own or control, directly or indirectly, 20% or more of the
Company's voting securities, or such lower measurement as may be established by
the SEC in rulemaking under Section 301 of the Sarbanes-Oxley Act of 2002, and
shall be free from any relationship (including disallowed compensatory
arrangements) that, in the opinion of the Board, would interfere with the
exercise of his or her independent judgment as a member of the Committee. All
members of the Committee shall have a working familiarity with basic finance and
accounting practices and shall be able to read and understand fundamental
financial statements, and at least one member of the Committee shall be a
"financial expert" in compliance with the criteria established by the SEC and
other relevant regulations. The existence of such member(s) shall be disclosed
in periodic filings as required by the SEC. Members of the Committee may enhance
their familiarity with finance and accounting by participating in educational
programs conducted by the Company or an outside consultant.

         Members of the Committee shall be elected by the Board at the annual
organizational meeting of the Board or until their successors shall be duly
elected and qualified. Unless a Chair is elected by the full Board, members of
the Committee may designate a Chair by majority vote of the full Committee
membership.

         The Committee shall meet at least four times annually, in person or by
telephone conference call, or more frequently as circumstances dictate. To the
extent practical and appropriate, each regularly scheduled meeting should
conclude with an executive session of the Committee absent members of management
and on such terms and conditions as the Committee may elect. As part of its job
to foster open communication, the Committee should, to the extent practical and
appropriate, meet periodically with management, the director of the internal
auditing



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function, if any, and the independent auditor in separate executive sessions to
discuss any matters that the Committee or each of these groups believes should
be discussed privately.

III.  RESPONSIBILITIES AND DUTIES

         To fulfill its responsibilities and duties, the Committee shall:

Documents/Reports/Accounting Information Review

1.       Review this Charter periodically, and no less frequently than annually,
         and recommend to the Board any necessary amendments as conditions
         dictate.

2.       Review and discuss with management the Company's annual financial
         statements, including the Management's Discussion and Analysis proposed
         to be included in the Company's Annual Report on Form 10-K, quarterly
         financial statements, and all internal controls reports (or summaries
         thereof), if any. To the extent practical and appropriate, review other
         relevant reports or financial information submitted by the Company to
         any governmental body, or the public, including management
         certifications as required by the Sarbanes-Oxley Act of 2002 (Sections
         302 and 906) and relevant reports rendered by the independent auditor
         (or summaries thereof).

3.       Recommend to the Board whether the financial statements should be
         included in the Annual Report on Form 10-K. Review with financial
         management and the independent auditor each Quarterly Report on Form
         10-Q prior to its filing.

4.       Have one or more members of the Committee, in particular if reasonably
         available the Chairman of the Committee, review, before release, the
         unaudited operating results in the Company's quarterly earnings release
         and/or discuss the contents of the Company's quarterly earnings release
         with management.

5.       Have one or more members of the Committee, in particular if reasonably
         available the Chairman of the Committee, review, before release, any
         non-GAAP or "pro forma" financial information, guidance or revised
         guidance to be included in a press release of the Company.

6.       To the extent practical and appropriate, review the regular internal
         reports (or summaries thereof) to management prepared by the internal
         auditing department, if any, and management's response.

Independent Auditor

7.       Appoint (subject to shareholder ratification, if applicable),
         compensate, and oversee the work performed by the independent auditor
         for the purpose of preparing or issuing an audit report or related
         work. Review the performance of the independent auditor and remove the
         independent auditor if circumstances warrant. The independent auditor
         shall report directly to the Committee and the Committee shall oversee
         the resolution of disagreements between management and the independent
         auditor in the event that they arise. The Board and Committee are in
         place to represent the Company's stockholders. Accordingly, the
         independent auditor is ultimately accountable to the Board and
         Committee as representatives of the Company's stockholders. Consider
         whether the auditor's performance of permissible nonaudit services is
         compatible with the auditor's independence.

8.       Review with the independent auditor when appropriate any problems or
         difficulties and management's response; review the independent
         auditor's attestation and report on management's internal control
         report; obtain from the independent auditor assurance that it has
         complied with Section 10A of the Securities Exchange Act of 1934; and
         hold discussions with the independent auditor, at least prior to the
         filing of the independent auditor's audit report with the SEC pursuant
         to federal securities laws, regarding the following:

         o    all critical accounting policies and practices to be used;



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         o    all alternative treatments within GAAP for policies and practices
              related to material items that have been discussed with
              management, including ramifications of the use of such alternative
              disclosures and treatments, and the treatment preferred by the
              independent auditor;

         o    other material written communications between the independent
              auditor and management including, but not limited to, the
              management letter and schedule of unadjusted differences;

         o    an analysis of the auditor's judgment as to the quality of the
              Company's accounting principles, setting forth significant
              reporting issues and judgments made in connection with the
              preparation of the financial statements, and the matters required
              to be discussed by Statement on Auditing Standards No. 61, as
              modified or supplemented;

         o    any significant changes required in the independent auditor's
              audit plan;

         o    other matters related to the conduct of the audit, which are to be
              communicated to the Committee under generally accepted auditing
              standards; and

         o    any other relevant reports, including regular internal financial
              reports prepared by management of the Company and any internal
              auditing department, or other financial information.

9.       Review the independence of the independent auditor, including a review
         of management consulting services, and related fees, provided by the
         independent auditor. The Committee shall require that the independent
         auditor at least annually provide a formal written statement
         delineating all relationships between the independent auditor and the
         Company consistent with the rules of the NASD applicable to
         Nasdaq-listed issuers and request information from the independent
         auditor and management to determine the presence or absence of a
         conflict of interest. The Committee shall actively engage the
         independent auditor in a dialogue with respect to any disclosed
         relationships or services that may impact the objectivity and
         independence of the independent auditor. The Committee shall take, or
         recommend that the full Board take, appropriate action to oversee the
         independence of the independent auditor.

10.      Review and preapprove all audit, review or attest engagements of, and
         nonaudit services to be provided by, the independent auditor (other
         than with respect to the de minimis exception permitted by the
         Sarbanes-Oxley Act of 2002 and the SEC rules promulgated thereunder).
         Establish and maintain preapproval policies and procedures relating to
         the engagement of the independent auditor to render services, provided
         the policies and procedures are detailed as to the particular service
         and the Committee is informed of each service and such policies and
         procedures do not include delegation of the Committee's
         responsibilities under the Securities Exchange Act of 1934 to
         management. The preapproval duty may be delegated to one or more
         designated members of the Committee with any such preapproval reported
         to the Committee at its next regularly scheduled meeting. Any such
         designated member(s) of the Committee shall also have the authority to
         approve nonaudit services, already commenced by the independent
         auditor, if (i) the aggregate amount of all such services provided
         constitutes no more than five percent (5%) of the total amount of
         revenues paid by the Company to the independent auditor during the
         fiscal year in which the services are provided, (ii) such services were
         not recognized by the Company at the time of the engagement to be
         nonaudit services and (iii) such services are promptly brought to the
         attention of the Committee and approved by such designated member(s)
         prior to the completion of the audit. Approval of nonaudit services and
         preapproval policies and procedures shall be disclosed in the Company's
         Annual Report on Form 10-K and annual proxy statement.

Financial Reporting Processes and Accounting Policies

11.      In consultation with the independent auditor and the internal auditors,
         if any, review the integrity of the organization's financial reporting
         processes (both internal and external), and the internal control
         structure (including disclosure controls).

12.      Review with management the effect of regulatory and accounting
         initiatives, as well as off-balance sheet structures, on the financial
         statements of the Company.



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13.      To the extent not otherwise approved by another committee or comparable
         body of the Board, review and approve all related party transactions
         (consistent with the rules of the NASD applicable to Nasdaq-listed
         issuers).

14.      Establish and maintain procedures for the receipt, retention, and
         treatment of complaints regarding accounting, internal accounting, or
         auditing matters.

15.      Establish and maintain procedures for the confidential, anonymous
         submission by Company employees regarding questionable accounting or
         auditing matters.

Internal Audit

16.      Determine the scope, responsibilities and reporting requirements of an
         internal auditing department and on the appointment, replacement,
         reassignment or dismissal of an internal auditing department manager or
         director.

Other Responsibilities

17.      Review with the independent auditor, the internal auditing department,
         if any, and management the extent to which changes or improvements in
         financial or accounting practices, as approved by the Committee, have
         been implemented (This review should be conducted at an appropriate
         time subsequent to implementation of changes or improvements, as
         decided by the Committee.)

18.      Prepare the report that the SEC requires be included in the Company's
         annual proxy statement.

19.      To the extent appropriate or necessary, review the rationale for
         employing audit firms other than the principal independent auditor and,
         where an additional audit firm has been employed, review the
         coordination of audit efforts to assure completeness of coverage,
         reduction of redundant efforts and the effective use of audit
         resources.

20.      Establish, review and update periodically a code of ethics and ensure
         that management has established a system to enforce this code. Ensure
         that the code is in compliance with all applicable rules and
         regulations. Review management's monitoring of the Company's compliance
         with the organization's code of ethics.

21.      Perform any other activities consistent with this Charter, the
         Company's Amended and Restated Bylaws and governing law, as the
         Committee or the Board deems necessary or appropriate.

IV.      QUALIFICATION

         While the Committee has the duties and responsibilities set forth in
this charter, the Committee is not responsible for planning or conducting the
audit or for determining whether the Company's financial statements are complete
and accurate and are in accordance with generally accepted accounting
principles. Similarly, it is not the responsibility of the Committee to resolve
disagreements, if any, between management and the independent auditors or to
ensure that the Company complies with all laws and regulations.

         It is recognized that in fulfilling their responsibilities hereunder,
members of the Committee are not full-time employees of the Company, it is not
the duty or responsibility of the Committee or its members to conduct field work
or other types of auditing or accounting reviews or procedures or to set auditor
independence standards, and each member of the Committee shall be entitled to
rely on (i) the integrity of those persons and organizations within and without
the Company from which it receives information, (ii) the accuracy of the
financial and other information provided to the Committee absent actual
knowledge to the contrary (which shall be promptly reported to the Board) and
(iii) statements made by management or third parties as to any information
technology, internal audit and other non-audit services provided by the auditors
to the Company.



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