EXHIBIT 99(c)


                               PHARMOS CORPORATION

                 COMPENSATION AND STOCK OPTION COMMITTEE CHARTER

                                  FEBRUARY 2004


         Set forth below is the charter for the Compensation and Stock Option
Committee (the "Committee") of the board of directors (the "board") of Pharmos
Corporation (the "Company").

1.    General Purpose. The general purpose of the Committee is to aid the board
      in discharging its responsibilities relating to the oversight of executive
      officer compensation.

2.    Specific Responsibilities

      2.1. The Committee shall:

           o   review and approve corporate goals and objectives relevant to the
               compensation of the CEO and, to the extent it deems appropriate,
               other executive officers;

           o   determine and approve the compensation of the CEO;

           o   review and approve, or make recommendations to the board with
               respect to, the compensation of the Company's other executive
               officers;

           o   review and approve, or make recommendations to the board with
               respect to, any incentive-compensation plan or equity-based plan
               for the benefit of executive officers, including but not limited
               to, specific grants of stock options or other equity-based
               benefits for such executive officers;

           o   administer any incentive-compensation plan or equity-based plan
               for the benefit of executive officers;

           o   review and approve, or make recommendations to the board with
               respect to, management's proposals relating to changes in base
               compensation, amounts of annual or special bonus payments, stock
               option grants or other equity-based benefits for employees or
               consultants who are not executive officers, as such proposals
               relate either to a group of such employees or consultants, taken
               as a whole, or as they relate to specific individuals.

           o   review and approve the compensation committee report on executive
               compensation that is required in the Company's annual proxy
               statement.

      2.2.  In evaluating CEO compensation, the Committee should consider: (i)
            the CEO's performance in light of the Company's goals and objectives
            relevant to such executive's compensation, (ii) competitive market
            data relevant to executive compensation and (iii) such other factors
            as the Committee deems appropriate. In addition, when evaluating the
            long-term incentive component of CEO compensation, the Committee
            should consider the Company's performance and relative shareholder
            return, the value of similar incentive awards to CEO's at comparable
            companies, and the awards given to the Company's CEO in past years.

      2.3.  In evaluating the compensation of executive officers other than the
            CEO, the Committee should consider the recommendation of the CEO and
            such other factors as the Committee deems appropriate (including,
            without limitation, the factors enumerated in subsection 2.2 that
            the Committee deems appropriate).

3.    Authority to Retain Advisors



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      3.1.  The Committee has sole authority to: (i) retain compensation
            consultants to advise with respect to director or executive officer
            compensation, (ii) approve the fees and other retention terms of
            such consultants and (iii) terminate the retention of any such
            consultant.

      3.2.  The Committee may also retain such other advisors as it deems
            necessary or appropriate.

      3.3.  The Company shall provide for appropriate funding, as determined by
            the Committee, for payment of compensation to any advisors employed
            by the Committee.

4.    Composition and Operation of the Committee

      4.1.  The Committee shall be comprised of two or more directors appointed
            by the board. Each member of the Committee must be "independent"
            within the meaning of the rules of the Nasdaq Stock Market. The
            Committee may appoint one member to serve as Chairman of the
            Committee.

      4.2.  Any member of the Committee may be removed by the board, with or
            without cause, at any time.

      4.3.  At all meetings of the Committee, a majority of the entire Committee
            shall be necessary and sufficient to constitute a quorum for the
            transaction of business.

      4.4.  The vote of a majority of the Committee members present at a meeting
            at which a quorum is present shall be the act of the Committee. The
            Committee may also act by unanimous written consent as provided in
            the Company's by-laws or applicable Nevada law.

      4.5.  The Committee may hold meetings, both regular and special, either
            within or without the State of Nevada. Regular meetings of the
            Committee may be held without notice at such time and at such place
            as may from time to time be determined by the Committee. Special
            meetings of the Committee may be called by any member of the
            Committee or by the Chairman of the Board. Notice for Committee
            meetings, when required, shall be given in the same manner as notice
            for a board meeting.

      4.6.  Meetings of the Committee shall be presided over by the Chairman of
            the Committee, if any, or in the absence of a Chairman by a chairman
            chosen at the meeting.

      4.7.  The Committee shall conduct a self-evaluation at least annually to
            determine whether (i) it is functioning effectively in accordance
            with this Charter and (ii) whether any amendments to this Charter
            should be proposed to the board.

      4.8.  The Committee shall record minutes of each of its meetings.

      4.9.  The Committee shall make regular reports to the board on its
            activities. These reports may be made orally or in writing or by
            providing copies of relevant minutes.

      4.10. The Committee may form, and delegate any of its responsibilities to,
            a subcommittee so long as such subcommittee is solely comprised of
            members of the Committee. The requirements for action by a
            subcommittee shall, except as otherwise provided by act of the
            Committee, be the same as applicable to the Committee.



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