EXHIBIT 99(a)


                               PHARMOS CORPORATION
                         CORPORATE GOVERNANCE GUIDELINES



         The following corporate governance guidelines have been adopted by the
Board of Directors of Pharmos Corporation, upon the recommendation of the
Board's Governance and Nominating Committee, to promote the effective
functioning of the Board. These guidelines are intended to set forth general
guidance for the functioning of the Board and should not be viewed as a set of
legally binding obligations. The Board may, from time to time, modify these
guidelines or approve deviations from these guidelines as it deems appropriate.

1.     Matters Relating to Board Composition

       1.1.   Mix of Independent and Inside Directors. A majority of the
              directors should be "independent" within the meaning of the rules
              of the Nasdaq Stock Market. The Board believes that it is useful
              and appropriate to have members of senior management as directors.

       1.2.   Qualifications for Directors.

              1.2.1. The members of the Board should collectively possess a
                     broad range of experience, skills, expertise, and knowledge
                     useful to the effective oversight of the Company's
                     business.

              1.2.2. The general factors to be considered in evaluating a
                     prospective candidate to the Board should include:

                     o    business or other relevant experience;

                     o    expertise, skills and knowledge;

                     o    integrity and reputation;

                     o    the extent to which the candidate will enhance the
                          objective of having directors with diverse viewpoints,
                          backgrounds, expertise, skills and experience;

                     o    willingness and ability to commit sufficient time to
                          Board responsibilities; and

                     o    qualification to serve on specialized Board
                          committees--such as the Audit Committee or
                          Compensation Committee.

              1.2.3. At least one director should qualify as an "audit committee
                     financial expert" within the meaning of SEC rules.

              1.2.4. The Board has delegated to the Goveranance and Nominating
                     Committee certain responsibilities relating to the
                     evaluation, recruitment and screening of prospective
                     candidates to the Board. However, the Board retains final
                     authority for determining those individuals that will be
                     nominees for election to the Board.

              1.2.5. It is expected that the members of the Governance and
                     Nominating Committee will consider input from other members
                     of the Board.

              1.2.6. The Governance and Nominating Committee has sole authority
                     to (i) retain and terminate any search firm to be used to
                     identify director candidates and (ii) approve the search
                     firm's fees and other retention terms.

              1.2.7. The Board has not established term limits or a mandatory
                     retirement age for directors.

       1.3.   Invitation to Join Board. The invitation to join the Board should
              be extended by the Board via the Chairman or any other director
              approved by the Board.

2.     Compensation of Directors

       2.1.   Directors who are executive officers of the Company should not be
              paid additional compensation for serving on the Board.



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       2.2.   The Board has authority to establish the amount and form of
              director compensation.

       2.3.   The general factors to be considered in establishing director
              compensation include:

                    o    the Board's assessment of the level of compensation
                         required to recruit and retain qualified directors;

                    o    compensation practices at other companies; and

                    o    the estimated time that directors are expected to
                         devote to their duties.

3.     General Responsibilities of the Board.

       3.1.   The business and affairs of the Company are managed by or under
              the direction of the Board in accordance with Nevada law. In
              performing their duties, directors are expected to exercise their
              business judgment in the best interests of the Company.

       3.2.   The primary responsibilities of the Board are:

                    o    overseeing the performance of management and providing
                         counseling and direction to management;

                    o    reviewing and, where appropriate, approving the
                         Company's major financial objectives, strategic and
                         operating plans and actions;

                    o    overseeing the processes for maintaining the integrity
                         of the Company's financial statements and compliance
                         with applicable legal requirements;

                    o    selecting, regularly evaluating the performance of, and
                         approving the compensation of the Company's executive
                         officers (acting through the Compensation Committee
                         with respect to compensation);

                    o    succession planning with respect to the position of CEO
                         and monitoring management's succession planning for
                         other senior executives; and

                    o    approving the nominees for election to the Board.

       3.3.   The Board may delegate its responsibilities to one or more
              committees of the Board to the fullest extent permitted by
              applicable law.

       3.4.   In performing its functions, the Board shall be entitled to rely
              on the advice, reports and opinions of counsel, accountants,
              auditors and other expert advisors.

4.     Operation of Board

       4.1.   Selection of Chairman. The Board should select a Chairman from
              among its members. The CEO may serve as Chairman.

       4.2.   Meetings.

              4.2.1. The Board should hold at least four regularly scheduled
                     meetings each year, of which at least two meetings should
                     be in person rather than by telephone conference call, and
                     such additional meeting as may be required to discharge its
                     responsibilities.

              4.2.2. The agenda for each meeting should be established by the
                     Chairman and CEO. Any director may suggest the inclusion of
                     additional items on the agenda.

              4.2.3. Each director is expected to make reasonable effort to
                     regularly attend meetings of the Board and meetings of each
                     committee on which the director serves.

              4.2.4. If any materials relevant to an upcoming meeting is
                     circulated to directors, each director is expected to
                     review such materials prior to the meeting.



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4.3.   Executive Sessions of the Board.

              4.3.1. The non-management directors should, at least twice a year,
                     meet in executive session without the presence of
                     management. Non-management directors who do not qualify as
                     "independent" may participate in these meetings. However,
                     at least once a year, the independent directors should meet
                     in executive session without the presence of either
                     management or the non-independent directors.

              4.3.2. The purpose of the executive session meetings is to
                     facilitate free and open discussion among the participants.
                     Accordingly, the participants may determine that the
                     minutes of these meetings not record the substance of the
                     discussions.

              4.3.3. The Chairman of the Audit Committee (or such other
                     independent director as may be selected by the Board)
                     should preside over the executive session meetings of the
                     Board.

5.     Committees of the Board.

       5.1.   The Board should establish and maintain such committees of the
              Board as are required by the rules of the Nasdaq Stock Market and
              SEC and any additional committees it deems appropriate. Each
              committee shall have the responsibilities set forth in its Charter
              and/or the authorizing resolution for such committee.

       5.2.   Each member of the Audit Committee, Compensation Committee and
              Governance and Nominating Committee should meet the independence
              and other applicable requirements of the rules of the Nasdaq Stock
              Market. At lease one member of the Audit Committee should be an
              "audit committee financial expert" within the meaning of SEC
              rules.

6.     Access to Management and Employees. Each director should be free to
       contact or meet with the Company's management and other employees as
       often as the director deems necessary or advisable. However, in order to
       avoid disruption of the Company's operations, contact with non-management
       employee should be coordinated through management.

7.     Access to Advisors. Directors should have access to the Company's
       advisors. To the extent that the Board deems it necessary or appropriate,
       the Board may also retain independent advisors to assist the Board. The
       Company will pay the fees and expenses of any advisors retained by the
       Board.

8.     Orientation and Continuing Education

       8.1.   The Chief Executive Officer or Chief Financial Officer should
              provide an orientation session for each new director. This session
              should generally be held within two months after a director is
              first elected to the Board. This session should give new directors
              the opportunity to gain familiarity with, among other things, the
              Company's strategic plans, financial statements, significant
              financial, accounting and risk management issues, principal
              officers, and Code of Conduct.

       8.2.   Management should on a regular basis arrange for presentations to
              be made to the Board on matters relevant to the Company and its
              business.

9.     Assessment of Board Performance. The Board should conduct a
       self-evaluation at least annually to determine whether it and its
       committees are functioning effectively. The Governance and Nominating
       Committee should coordinate and oversee this process.

10.    Assessment of Executive Performance.

       10.1.  The Board should evaluate the CEO's performance at least annually.
              This evaluation should be conducted at an executive session of
              non-management directors. The results of the evaluation should be
              communicated to the CEO by the Chairman of the Compensation
              Committee.

       10.2.  The CEO should report to the Board at least annually on the
              performance of the other executive officers of the Company.

11.    Succession Planning. The Board should review and approve a succession
       plan at least annually. The plan should address, among other things, CEO
       succession in the ordinary course of business and CEO succession in the
       event of an unexpected departure by the CEO.



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12.    Speaking on Behalf of the Company. The Board believes that management
       should speak for the Company. Accordingly, non-management directors
       should generally refer inquiries from the press and others to management.
       If a situation does arise in which it seems necessary for a
       non-management director to speak for the Company, the director should
       consult with the CEO.








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