<PAGE>

                                                                   Exhibit 10(q)


                              EMPLOYMENT AGREEMENT

      Employment   Agreement  dated  as  of  April  2,  2001,   between  PHARMOS
CORPORATION,  a Nevada corporation (with its successors and assigns, referred to
as the "Corporation"), and ROBERT W. COOK (hereinafter referred to as "COOK").


                              PRELIMINARY STATEMENT

      The  Corporation  desires to employ COOK as Vice President - Finance/Chief
Financial  Officer of the  Corporation,  and COOK  wishes to be  employed by the
Corporation,  upon the terms and  subject  to the  conditions  set forth in this
Agreement. The Corporation and COOK also wish to enter into the other agreements
set forth in this Agreement, all of which are related to COOK's employment under
this Agreement.


                                    AGREEMENT

      COOK and the Corporation therefore agree as follows:

      1. Term of Employment. The Corporation hereby employs COOK and COOK hereby
accepts  employment  with the  Corporation  for the period (the "Initial  Term")
commencing on the date hereof (the "Commencement Date"), and ending on the first
anniversary  of the date hereof or upon the earlier  termination  of the Initial
Term pursuant to Section 6. The Initial Term will be extended  automatically for
additional  one year periods  (each,  an  "Additional  Term";  together with the
Initial  Term,  the "Term"),  subject to the rights of the parties  generally to
terminate this Agreement in accordance  with the provisions of Section 6(a). The
termination  of the Term for any reason shall end COOK's  employment  under this
Agreement, but, except as otherwise set forth herein, shall not terminate COOK's
or the Corporation's other agreements in this Agreement.

      2.  Position  and  Duties.  During  the  Term,  COOK  shall  serve as Vice
President -  Finance/Chief  Financial  Officer of the  Corporation,  which title
shall be  adjusted  as  necessary  to  maintain  its  seniority  in the event of
subsequent  changes in the Corporation's  title structure.  COOK shall also hold
such additional  positions and titles as the CEO of the Corporation or President
may determine from time to time. COOK shall report to the CEO and the President.
During the Term, COOK shall devote his full time and attention to performing his
duties as an employee of the Corporation.

      3. Compensation.

            (a) Base  Salary.  The  Corporation  shall  pay COOK a base  salary,
beginning on the first day of the Initial Term and ending on the last day of the
Initial Term, of not less than


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<PAGE>

$183,750 per annum, payable semi-monthly on the Corporation's  regular pay cycle
for professional employees.

            (b) Other and Additional Compensation.

                  (i)   Section 3(a) establishes the minimum compensation during
                        the Term and shall not  preclude  the Board of Directors
                        (the  "Board") from awarding COOK a higher salary or any
                        bonuses or stock  options  in the event of a  successful
                        financing  or  otherwise,  and  in  any  event,  in  the
                        discretion  of  the  Board.  It is the  practice  of the
                        Corporation  to adjust  compensation  on January  1st of
                        each year.

                  (ii)  During the Term, COOK shall receive an annual cash bonus
                        based  upon the  attainment  of  agreed  upon  goals and
                        milestones as determined by the Chief Executive  Officer
                        of the Corporation and approved by the  Compensation and
                        Stock Option Committee of the Board.


      4. Employee Benefits.

            (a) General. During the Term, COOK shall be entitled to the employee
benefits,  including 3 weeks  vacation,  a 401(k) plan,  and current  health and
dental  insurance  benefits made available by the Corporation and life insurance
benefits described in Section 4(b).

            (b) Life Insurance.  During the Term, COOK shall be the insured with
respect to a $500,000 "split dollar" plan life insurance policy (as such term is
used in the insurance  industry) (the  "Policy").  COOK hereby agrees to execute
and deliver any and all reasonable documentation in connection with the Policy.

      5. Expenses.  During the Term, the  Corporation  shall  reimburse COOK for
actual out-of-pocket expenses incurred by him in the performance of his services
for the  Corporation  upon the  receipt  of  appropriate  documentation  of such
expenses.  The Corporation  shall, in addition,  provide COOK with a monthly car
allowance of up to $400.

      6. Termination.

            (a) General.  The Term shall end immediately  upon COOK's death, and
for Cause or Disability,  as defined in Section 7. Upon  termination of the Term
due to COOK's death,  all compensation due COOK under this Agreement will cease,
except as set forth in Section 9. Upon the Corporation's termination of the Term
for Cause,  COOK shall have ten (10) days to cure said Cause,  if curable.  With
respect  to the  termination  of COOK  pursuant  to  Section  6(d) or 6(e),  the
Corporation  may elect to  terminate  this  Agreement  at any time by giving 180
days' prior  written  notice,  during the Initial  Term,  and by giving 90 days'
prior  written  notice  during  the  each  Additional   Term.  With  respect  to
termination  by COOK other than  pursuant  to  Section  6(f),  COOK may elect to
terminate  this Agreement at any time by giving 60 days' prior written notice


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at any time during the Term, and, upon such  termination,  all  compensation due
COOK under this Agreement will cease, except as set forth in Section 9.

            (b) Notice of  Termination.  The  Corporation  shall  notify COOK in
writing  of its  termination  of his  employment  hereunder.  The  Corporation's
failure to give notice under this Section  6(b) shall not,  however,  affect the
validity of the Corporation's termination of the Term.

            (c)  Termination by the  Corporation for Cause. If terminated by the
Corporation for Cause,  the  Corporation  shall describe to COOK the grounds for
his termination.  Upon the Corporation's  termination of the Term for Cause, all
compensation  due COOK under this Agreement  will cease,  except as set forth in
Section 9.  Moreover,  all options and warrants to purchase  Common Stock of the
Corporation shall expire upon such termination.

            (d) Termination by the Corporation upon a Change of Control.  In the
event that the Corporation  terminates its relationship with COOK within one (1)
year of a "Change of Control",  as defined in Section 7, COOK shall  receive the
following:

                  (i)   an amount  equal to eighteen  (18) months of base salary
                        for the  then  current  year  (in  addition  to the base
                        salary paid to COOK after the Corporation's  delivery of
                        notice of  termination  pursuant to Section 6(a) and the
                        actual date of termination);
                  (ii)  Other Compensation (as defined in Section 9); and
                  (iii) the full vesting of COOK's stock  options,  and extended
                        exercisablility    thereof   until   their    respective
                        expiration dates.

Cook shall be entitled to the foregoing  benefits once notice of  termination is
given by the  Corporation,  regardless of his  subsequent  Death,  Disability or
termination for Cause.

            (e)  Termination  by the  Corporation  other  than  upon  Change  of
Control,  Death,  Disability  or  Cause.  In  the  event  that  the  Corporation
terminates  its  relationship   with  COOK,   including  a  termination  by  the
Corporation  effective  upon the expiration of the Initial Term or an Additional
Term but other than upon a Change of Control,  Death,  Disability or Cause, COOK
shall receive the following:

                  (i)   an amount equal to twelve (12) months of base salary for
                        the then  current  year (in  addition to the base salary
                        paid to COOK after the Corporation's  delivery of notice
                        of  termination  pursuant to Section 6(a) and the actual
                        date of termination);
                  (ii)  Other Compensation; and
                  (iii) the full vesting of COOK's stock  options,  and extended
                        exercisablility    thereof   until   their    respective
                        expiration dates.

            (f)  Termination  by COOK upon Good Reason or Change of Control.  In
the event  COOK  terminates  his  relationship  with the  Corporation  for "Good
Reason" as defined in


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<PAGE>

Section 7, within one (1) year of the occurrence of the event which  established
the "Good  Reason",  or within one (1) year of a Change of  Control,  COOK shall
receive the following:

                  (i)   an amount equal to twelve (12) months of base salary for
                        the then  current  year (in  addition to the base salary
                        paid to  COOK  after  the  his  delivery  of  notice  of
                        termination pursuant to Section 6(a) and the actual date
                        of termination);
                  (ii)  Other Compensation; and
                  (iii) the full  vesting of COOK's  stock  options and extended
                        exercisability thereof until their respective expiration
                        dates.

      COOK  shall  provide  prior  written  notice  to  the  Corporation  of his
termination  pursuant to this Section 6(f),  and such notice shall  describe the
particular "Good Reason(s)" at issue.

      7. Definitions.

            (a)  "Cause"  Defined.  "Cause"  means (i)  willful  malfeasance  or
willful misconduct by COOK in connection with his employment;  (ii) COOK's gross
negligence in performing  any of his duties under this  Agreement;  (iii) COOK's
conviction  of,  or entry  of a plea of  guilty  to,  or entry of a plea of nolo
contendere  with respect to, any felony;  (iv) COOK's  habitual  drunkenness  or
excessive absenteeism not related to illness; (iv) COOK's material breach of any
written policy applicable to all employees  adopted by the Corporation;  or (vi)
material breach by COOK of any of his agreements in this Agreement.

            (b) "Disability" Defined.  "Disability" shall mean COOK's incapacity
due to  physical  or  mental  illness  that  results  in  his  being  unable  to
substantially  perform his duties  hereunder for six consecutive  months (or for
six months out of any nine-month  period).  During a period of Disability,  COOK
shall  continue  to receive  his base  salary  hereunder,  provided  that if the
Corporation provides COOK with disability insurance coverage, payments of COOK's
base salary shall be reduced by the amount of any disability  insurance payments
received by COOK due to such coverage.  Upon  termination,  after the end of the
period of  Disability,  all  compensation  due COOK under this  Agreement  shall
cease, except as set forth in Section 9.

            (c) "Change of Control" Defined.  "Change of Control" shall mean the
occurrence of any one or more of the following events:

                  (i) An acquisition  (whether  directly from the Corporation or
      otherwise)  of any  voting  securities  of the  Corporation  (the  "Voting
      Securities")  by any  "Person" (as the term person is used for purposes of
      Section  13(d) or 14(d) of the  Securities  and Exchange  Act of 1934,  as
      amended  (the  "1934  Act")),  immediately  after  which  such  Person has
      "Beneficial Ownership" (within the meaning of Rule 13d-3 promulgated under
      the 1934 Act) of fifty percent (50 %) or more of the combined voting power
      of the Corporation's then outstanding Voting Securities.


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<PAGE>

                  (ii) The individuals  who, as of the date hereof,  are members
      of the Board (the "Incumbent  Board"),  cease for any reason to constitute
      at least fifty-one percent (51%) of the Board;; or

                  (iii) Approval by the Board or stockholders of the Corporation
      of, or execution by the  Corporation  of any agreement with respect to, or
      the consummation of:


                        (A) A merger,  consolidation or reorganization involving
            the  Corporation,  where  either or both of the events  described in
            Section 7(c)(i) or 7(c)(ii) would be the result;

                        (B) A liquidation  or dissolution of or appointment of a
            receiver,  rehabilitator,  conservator  or similar  person for,  the
            Corporation; or

                        (C) An agreement  for the sale or other  disposition  of
            all or  substantially  all of the assets of the  Corporation  to any
            Person (other than a transfer to a subsidiary of the Corporation).

      Notwithstanding  anything contained in this Agreement to the contrary,  if
COOK's employment is terminated prior to a Change in Control and COOK reasonably
demonstrates  that such  termination (i) was at the request of a third party who
has  indicated  an intention or taken steps  reasonably  calculated  to effect a
Change in Control and who  effectuates a Change in Control (a "Third  Party") or
(ii) otherwise  occurred in connection  with, or in anticipation of, a Change in
Control which actually occurs, then for all purposes of this Agreement, the date
of a Change in Control  with  respect  to COOK  shall mean the date  immediately
prior to the date of such termination of COOK's employment.

            (d) "Good Reason" Defined.  "Good Reason" shall mean the occurrence,
whether or not after a Change in  Control,  of any of the  events or  conditions
described below:

                  (i)  a  change   in  COOK's   status,   title,   position   or
      responsibilities  (including reporting  responsibilities) which represents
      an adverse change from his status,  title, position or responsibilities as
      in effect  immediately prior to such change; the assignment to COOK of any
      duties or responsibilities  which are inconsistent with his status, title,
      position  or  responsibilities  as in  effect  immediately  prior  to such
      change; or any removal of COOK from or failure to reappoint or reelect him
      to any of such offices or positions;

                  (ii) any failure to award COOK bonus payments and/or increases
      in base salary in a manner consistent with the practice of the Corporation
      prior to such failure;

                  (iii)  the  Corporation's  requiring  COOK to be  based at any
      place  outside a  50-mile  radius  from  Iselin,  New  Jersey  except  for
      reasonably  required  travel on the


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<PAGE>

      Corporation's  business which is not  materially  greater than such travel
      requirements prior to such time;

                  (iv) the failure by the  Corporation to (a) continue in effect
      (without  reduction in benefit  level,  and/or reward  opportunities)  any
      material   compensation  or  employee  benefit  plan  in  which  COOK  was
      participating at any time prior to such failure,  or (b) provide COOK with
      compensation and benefits,  in the aggregate,  at least equal (in terms of
      benefit  levels and/or reward  opportunities)  to those provided for under
      each other employee  benefit plan,  program and practice in which COOK was
      participating at any time prior to such failure; or

                  (v) any material breach by the Corporation of any provision of
      this  Agreement  which is not cured within ten (10) days after the receipt
      of written notice by the Corporation of a description of the breach.

      8. Payment  Terms.  Payment of any amounts to which COOK shall be entitled
pursuant to the provisions of Sections 6 and 7 shall be made no later than sixty
(60) days following receipt of notice of termination or the event giving rise to
such termination. Any amounts payable pursuant to Sections 6 and 7 which are not
made within the period specified in this Section 8 shall bear interest at a rate
equal to the lesser of (i) the  maximum  interest  rate  allowable  pursuant  to
applicable  law or (ii)  five  points  above the  "prime  rate" of  interest  as
published from time-to-time in the Eastern Edition of the Wall Street Journal.

      9. Benefits.

            (a) General.  Except if COOK resigns without Good Reason (other than
retirement on or after the age of 62), in the event COOK's  employment  with the
Corporation is terminated for any reason prior to the end of the Term,  COOK and
his  dependents,  if any, will continue to  participate in any group health plan
sponsored by the Corporation in which COOK was participating on the date of such
termination, at a cost to COOK and his dependents equal to the amount charged by
the  Corporation  to  similarly   situated   employees  while  employed  by  the
Corporation,  for the  remainder of the Initial Term or, if  termination  occurs
within  an  Additional   Term,  for  the  remainder  of  such  Additional  Term.
Thereafter,  COOK and his  dependents,  if any,  shall be  entitled  to elect to
continue such health coverage, at a cost to COOK and his dependents equal to the
amount charged by the Corporation to similarly situated employees while employed
by the  Corporation,  for the longest  period of time permitted by the agents of
the Corporation who arrange for such health  coverage,  with such period to last
at least twelve (12) months from the date of termination.  Upon  termination for
any  reason,  in addition  to any  payments  to which COOK may be entitled  upon
termination of his Employment pursuant to any provision of this Agreement,  COOK
shall be entitled  to any  benefits  under any  pension,  supplemental  pension,
savings,  or other  employee  benefit plan (other than life  insurance) in which
COOK was participating on the date of any such termination.


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<PAGE>

            (b) Life  Insurance.  Upon  termination of employment for any reason
other than  death,  COOK  shall  surrender  the  Policy  for the  benefit of the
Corporation,  unless COOK wishes to reimburse the  Corporation for payments made
by the  Corporation  with  respect  to the Policy (as  detailed  in the  "Policy
Documents"(as  defined below in this Section  9(b)) and release the  Corporation
from all obligations set forth in and associated with the Policy Documents. COOK
shall have the rights and obligations  provided in the documents associated with
the Policy  (collectively,  including the Policy,  the "Policy  Documents).  All
benefits to be received by COOK  pursuant to this Section 9 shall be referred to
herein, collectively, as "Other Compensation".

      10. Confidentiality.

            (a) "Corporation  Information"  Defined.  "Corporation  Information"
means  all  information,   knowledge  or  data  of  or  pertaining  to  (i)  the
Corporation, its employees and all work undertaken on behalf of the Corporation,
and (ii) any other person, firm, corporation or business organization with which
the  Corporation  may do  business  during  the Term,  that is not in the public
domain (and whether  relating to methods,  processes,  techniques,  discoveries,
pricing, marketing or any other matters).

            (b)  Confidentiality.  COOK hereby  recognizes that the value of all
trade  secrets  and  other  proprietary  data and all other  information  of the
Corporation not in the public domain  disclosed by the Corporation in the course
of his employment with the Corporation is attributable substantially to the fact
that such  confidential  information is maintained by the  Corporation in strict
confidentiality  and  secrecy  and would be  unavailable  to others  without the
expenditure of substantial  time,  effort or money.  COOK  therefore,  except as
provided in the next two  sentences,  covenants and agrees that all  Corporation
Information  shall be kept secret and confidential at all times during and after
the end of the Term and shall not be used or  divulged  by him outside the scope
of his employment as contemplated  by this Agreement,  except as the Corporation
may otherwise expressly authorize by action of the Board. In the event that COOK
is  requested  in a  judicial,  administrative  or  governmental  proceeding  to
disclose any of the  Corporation  Information,  COOK will promptly so notify the
Corporation  so that  the  Corporation  may  seek a  protective  order  or other
appropriate remedy and/or waive compliance with this Agreement. If disclosure of
any of the Corporation Information is required, COOK may furnish the material so
required  to be  furnished,  but COOK  will  furnish  only that  portion  of the
Corporation Information that legally is required.

      11.   Successors and Assigns.

            (a) COOK. This Agreement is a personal contract,  and the rights and
interests  that the  Agreement  accords  to COOK  may not be sold,  transferred,
assigned,  pledged,  encumbered, or hypothecated by him. All rights and benefits
of COOK  shall be for the sole  personal  benefit of COOK,  and no other  person
shall acquire any right, title or interest under this Agreement by reason of any
sale, assignment,  transfer, claim or judgment or bankruptcy proceedings against
COOK. Except as so provided, this Agreement shall inure to the benefit of and be
binding upon COOK and his personal representatives, distributees and legatees.


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            (b) The  Corporation.  This  Agreement  shall  be  binding  upon the
Corporation  and inure to the benefit of the  Corporation  and of its successors
and assigns.

      12.   Entire  Agreement.  This Agreement  represents the entire  agreement
between  the parties  concerning  COOK's  employment  with the  Corporation  and
supersedes all prior negotiations,  discussions,  understandings and agreements,
whether  written  or oral,  between  COOK and the  Corporation  relating  to the
subject matter of this Agreement,  including, without limitation, the Employment
Agreement, dated as of December 15, 1997, between the Corporation and COOK, with
the  exception of Section 3(b) thereof  which shall  survive the  execution  and
delivery of this Agreement.  Notwithstanding the foregoing, the Policy Documents
shall not be superseded.

      13.   Amendment or  Modification;  Waiver.  No provision of this Agreement
may be amended or waived unless such amendment or waiver is agreed to in writing
signed by COOK and by a duly authorized officer of the Corporation. No waiver by
any party to this  Agreement of any breach by another  party of any condition or
provision of this  Agreement to be performed by such other party shall be deemed
a waiver of a similar or dissimilar condition or provision at the same time, any
prior time or any subsequent time.

      14.   Notices.  Any notice to be given  under this  Agreement  shall be in
writing and delivered  personally or sent by overnight  courier or registered or
certified mail,  postage  prepaid,  return receipt  requested,  addressed to the
party  concerned at the address  indicated  below,  or to such other  address of
which such party subsequently may give notice in writing:

If to COOK:                   Robert W. Cook
                              119 Hunterdon Blvd.
                              Murray Hill, NJ 07974
                              Attention: Robert W. Cook

If to the Corporation:        Pharmos Corporation
                              99 Wood Avenue South, Suite 301
                              Iselin, NJ 08630
                              Attention: President

with a copy to:               Ehrenreich Eilenberg & Krause LLP
                              11 East 44th Street
                              New York, NY 10017
                              Attention: Adam D. Eilenberg, Esq.



      Any notice  delivered  personally or by overnight  courier shall be deemed
given on the date delivered and any notice sent by registered or certified mail,
postage  prepaid,  return receipt  requested,  shall be deemed given on the date
mailed.


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      15. Severability. If any provision of this Agreement or the application of
any such  provision to any party or  circumstances  shall be  determined  by any
court of competent  jurisdiction to be invalid and  unenforceable to any extent,
the remainder of this  Agreement or the  application  of such  provision to such
person or  circumstances  other  than those to which it is so  determined  to be
invalid and  unenforceable  shall not be  affected,  and each  provision of this
Agreement  shall be  validated  and  shall be  enforced  to the  fullest  extent
permitted by law. If for any reason any provision of this  Agreement  containing
restrictions  is held to  cover an area or to be for a  length  of time  that is
unreasonable  or in any other way is  construed to be too broad or to any extent
invalid, such provision shall not be determined to be entirely null, void and of
no effect;  instead,  it is the intention and desire of both the Corporation and
COOK that, to the extent that the provision is or would be valid or  enforceable
under  applicable  law, any court of competent  jurisdiction  shall construe and
interpret  or reform  this  Agreement  to provide for a  restriction  having the
maximum  enforceable  area, time period and such other constraints or conditions
(although  not  greater  than  those  contained   currently  contained  in  this
Agreement) as shall be valid and enforceable under the applicable law.

      16.  Survivorship.  The respective  rights and  obligations of the parties
hereunder  shall  survive  any  termination  of  this  Agreement  to the  extent
necessary to the intended preservation of such rights and obligations.

      17. Headings.  All descriptive headings of sections and paragraphs in this
Agreement are intended solely for convenience of reference,  and no provision of
this  Agreement is to be construed by reference to the heading of any section or
paragraph.

      18. Withholding Taxes. All salary, benefits,  reimbursements and any other
payments to COOK under this Agreement shall be subject to all applicable payroll
and withholding taxes and deductions  required by any law, rule or regulation of
and federal, state or local authority.

      19.  Counterparts.   This  Agreement  may  be  executed  in  one  or  more
counterparts,  each of which shall be deemed to be an original  but all of which
together constitute one and same instrument.

      20. Applicable Law; Jurisdiction.  The laws of the State of New York shall
govern  the  interpretation,  validity  and  performance  of the  terms  of this
Agreement,  without  reference to rules  relating to conflicts of law. Any suit,
action  or  proceeding  against  COOK with  respect  to this  Agreement,  or any
judgment entered by any court in respect thereof, may be brought in any court of
competent jurisdiction in the State of New York, as the Corporation may elect in
its sole  discretion,  and COOK hereby submits to the exclusive  jurisdiction of
such courts for the purpose of any such suit, action, proceeding or judgment.

          [THE BALANCE OF THIS PAGE HAS BEEN LEFT BLANK INTENTIONALLY]



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<PAGE>


      IN WITNESS WHEREOF,  the parties hereto have executed this Agreement as of
the date first written above.



                              /s/ ROBERT W. COOK
                              ----------------------------------
                              ROBERT W. COOK




                              PHARMOS CORPORATION


                              By:   /s/ Gad Riesenfeld
                                    -------------------------
                                    Gad Riesenfeld, President










FINAL



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