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                                                                   Exhibit 10(o)


                              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  GAD  RIESENFELD   (hereinafter  referred  to  as
"RIESENFELD").


                              PRELIMINARY STATEMENT

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


                                    AGREEMENT

      RIESENFELD and the Corporation therefore agree as follows:

      1. Term of  Employment.  The  Corporation  hereby  employs  RIESENFELD and
RIESENFELD  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
RIESENFELD's employment under this Agreement, but, except as otherwise set forth
herein,  shall not terminate  RIESENFELD's or the Corporation's other agreements
in this Agreement.

      2.  Position  and  Duties.  During  the Term,  RIESENFELD  shall  serve as
President and Chief Operating  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.  RIESENFELD shall also hold such
additional positions and titles as the CEO of the Corporation may determine from
time to time.  RIESENFELD  shall report to the CEO. During the Term,  RIESENFELD
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 RIESENFELD a base salary,
beginning on the first day of the Initial Term and ending on the last day of the
Initial Term, of not


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less than $194,250 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  RIESENFELD 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, RIESENFELD 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,  RIESENFELD  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 other
benefits described in this Section 4.

            (b) Additional  Benefit.  The  Corporation  hereby agrees to provide
RIESENFELD with a certain benefit  relating to the  Corporation's  investment of
amounts  equal to certain  insurance  premiums in lieu of its acquiring a "split
dollar" life  insurance  policy on his life (the  "Benefit")  more  specifically
described in a separate  agreement  between  RIESENFELD and the Corporation (the
"Benefit  Document").  The Benefit shall be payable to RIESENFELD or his estate,
as  applicable,  upon his  retirement at the age of at least 62 or death or upon
RIESENFELD's termination for "Disability"(as defined in Section 7).

            (c)  Managers  Insurance.  The  Corporation  shall pay  directly  or
indirectly the premium on RIESENFELD's  present  "Managers  Insurance Scheme" at
salary  levels of no less than 100% of his then current base salary.  Payment is
to be  made  every  4  months  or 6  months  as  required  by the  insurer.  The
Corporation's  contribution will be 8.33% for severance payment,  5% for pension
and 2.5% for  disability.  The amount  contributed by the  Corporation  shall be
deducted from premiums payable by the Corporation  pursuant to any pension plans
available to RIESENFELD  pursuant to the Corporation's  benefit plans for senior
management.

            (d) Relocation Plan. The Corporation  shall pay a reasonable  rental
for a suitable  residence  for  RIESENFELD  in  proximity to any facility of the
Company (outside of Israel) at which  RIESENFELD  performs his primary duties as
President and Chief Operating Officer of the Company.  The Corporation shall pay
reasonable  moving  expenses  of  RIESENFELD  and his family on their  return to
Israel. Any taxes due on these payments shall be borne by the


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Corporation.

            (e)  Corporation  Automobile.  RIESENFELD  shall  have  the use of a
Corporation automobile.  The Corporation shall reimburse RIESENFELD for gasoline
expenses and all reasonable  expenses related to the use and maintenance of such
automobile on presentation of appropriate documentation.

            (f) Sick Leave. RIESENFELD shall be entitled to a paid sick leave of
up to eighteen (18) days during each twelve (12) month period of his  employment
hereunder,  provided  that any  unused  sick leave in respect of any year may be
carried forward only up to an aggregate of ninety (90) days.

            (g) Telephone Expenses.  RIESENFELD shall be reimbursed for all home
telephone  expenses incurred on a separate  telephone line in furtherance of the
business of the  Corporation  provided  that such line be used only for business
purposes and RIESENFELD submits appropriate documentation for the expenses.

      5. Expenses.  During the Term, the Corporation shall reimburse  RIESENFELD
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.

      6. Termination.

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

            (b) Notice of Termination.  The Corporation  shall notify RIESENFELD
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 RIESENFELD the grounds
for his termination.  Upon the Corporation's  termination of the Term for Cause,
all compensation  due RIESENFELD under


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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 RIESENFELD  within
one (1) year of a "Change of Control", as defined in Section 7, RIESENFELD 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  RIESENFELD  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  RIESENFELD's  stock  options  and
                        warrants,  and  extended  exercisability  thereof  until
                        their respective expiration dates.

RIESENFELD  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  RIESENFELD,  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,
RIESENFELD 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 RIESENFELD 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  RIESENFELD's  stock  options  and
                        warrants,  and  extended  exercisability  thereof  until
                        their respective expiration dates.

            (f) Termination by RIESENFELD upon Good Reason or Change of Control.
In the event  RIESENFELD  terminates his  relationship  with the Corporation for
"Good Reason" as defined in 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, RIESENFELD 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  RIESENFELD  after  his  delivery  of  notice of
                        termination pursuant to Section 6(a) and the actual date
                        of termination);
                  (ii)  Other Compensation; and


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                  (iii) the full  vesting  of  RIESENFELD's  stock  options  and
                        warrants,  and  extended  exercisability  thereof  until
                        their respective expiration dates.

      RIESENFELD  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  RIESENFELD  in  connection  with his  employment;  (ii)
RIESENFELD's  gross  negligence  in  performing  any of his  duties  under  this
Agreement; (iii) RIESENFELD'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)
RIESENFELD's  habitual  drunkenness  or  excessive  absenteeism  not  related to
illness;  (iv) RIESENFELD's  material breach of any written policy applicable to
all employees adopted by the Corporation;  or (vi) material breach by RIESENFELD
of any of his agreements in this Agreement.

            (b)  "Disability"  Defined.  "Disability"  shall  mean  RIESENFELD'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,
RIESENFELD shall continue to receive his base salary hereunder, provided that if
the Corporation provides RIESENFELD with disability insurance coverage, payments
of  RIESENFELD's  base salary  shall be reduced by the amount of any  disability
insurance   payments   received  by  RIESENFELD  due  to  such  coverage.   Upon
termination,  after the end of the period of Disability,  all  compensation  due
RIESENFELD 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.

                  (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


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                  (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
RIESENFELD's  employment  is  terminated  prior  to  a  Change  in  Control  and
RIESENFELD 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
RIESENFELD shall mean the date immediately prior to the date of such termination
of RIESENFELD'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  RIESENFELD'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 RIESENFELD
      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  RIESENFELD  from or failure to  reappoint  or
      reelect him to any of such offices or positions;

                  (ii) any failure to award  RIESENFELD  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  RIESENFELD to be based at
      any place outside the United States, except for reasonably required travel
      on the  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


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      employee  benefit plan in which  RIESENFELD was  participating at any time
      prior to such failure,  or (b) provide  RIESENFELD 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  RIESENFELD  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  RIESENFELD  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 RIESENFELD resigns without Good Reason (other
than retirement on or after the age of 62), in the event RIESENFELD's employment
with the  Corporation is terminated for any reason prior to the end of the Term,
RIESENFELD and his dependents, if any, will continue to participate in any group
health plan sponsored by the Corporation in which  RIESENFELD was  participating
on the date of such  termination,  at a cost to  RIESENFELD  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,  RIESENFELD and his dependents,  if any, shall be
entitled to elect to continue such health coverage,  at a cost to RIESENFELD 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 RIESENFELD may be entitled upon termination of his Employment  pursuant to
any provision of this  Agreement,  RIESENFELD  shall be entitled to any benefits
under any pension, supplemental pension, savings, or other employee benefit plan
(other than life insurance) in which RIESENFELD was participating on the date of
any such termination.

            (b) Other  Benefits.  In addition to the rights  provided in Section
9(a), in the event of a termination of  RIESENFELD's  employment for any reason,
RIESENFELD  shall  retain  his  rights  under the  "Managers  Insurance  Scheme"
pursuant to Section  4(c) and to the payment of  reasonable  moving  expenses to
Israel  pursuant  to  Section  4(d),  and shall  retain  his use of the  Company
automobile provided under Section 4(e) for the remainder of its lease term. Such


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benefits, together with the benefits provided in Section 9(a), 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.  RIESENFELD 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.  RIESENFELD 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
RIESENFELD is requested in a judicial, administrative or governmental proceeding
to disclose any of the  Corporation  Information,  RIESENFELD  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,  RIESENFELD may
furnish the material so required to be furnished,  but  RIESENFELD  will furnish
only that portion of the Corporation Information that legally is required.

      11.   Successors and Assigns.

            (a)  RIESENFELD.  This  Agreement  is a personal  contract,  and the
rights and interests  that the Agreement  accords to RIESENFELD may not be sold,
transferred,  assigned, pledged,  encumbered, or hypothecated by him. All rights
and benefits of RIESENFELD shall be for the sole personal benefit of RIESENFELD,
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 RIESENFELD. Except as so provided, this Agreement
shall inure to the benefit of and be binding  upon  RIESENFELD  and his personal
representatives, distributees and legatees.

            (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  RIESENFELD's employment with the Corporation and
supersedes all prior


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negotiations,  discussions,  understandings  and agreements,  whether written or
oral, between  RIESENFELD and the Corporation  relating to the subject matter of
this Agreement,  including,  without limitation, the Employment Agreement, dated
as of October 1, 1992,  between the Corporation and RIESENFELD.  Notwithstanding
the foregoing, the Benefit Document 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 RIESENFELD 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 RIESENFELD:             Gad Riesenfeld
                              30 South Adelaide Street, Apt. PH-L
                              Highland Park, NJ  08904-1606

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.

      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


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intention and desire of both the Corporation and RIESENFELD  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 RIESENFELD  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  RIESENFELD 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 RIESENFELD hereby submits to the exclusive jurisdiction
of such courts for the purpose of any such suit, action, proceeding or judgment.

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<PAGE>






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

                              /s/ Gad Riesenfeld
                              ----------------------------------
                              GAD RIESENFELD


                              PHARMOS CORPORATION


                              By:   /s/ Haim Aviv
                                    -----------------------------
                                    Haim Aviv
                                    Chairman and Chief Executive Officer








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