HENRY E. BOSE
ATTORNEY AT LAW
152 NORTH THIRD STREET, SUITE 5O3
SAN JOSE, CA 95112
TELEPHONE: (408) 999-7400
FAX: (408) 999-7402

October 1, 1996

Meris Laboratories, Inc.
2890 Zanker Road
San Jose, CA 95134

Attn: William E. Neeley, MD

Re: Legal Services

Gentlemen:

     This  letter is  written to confirm  that you have  retained  me to provide
legal  services to you and to set out certain of the  agreements we have reached
with respect to such representation.  Additional terms of our engagement are set
forth in the consulting agreement executed concurrently herewith. This letter is
intended to fulfill the requirements of Section 6148 of the California  Business
and  Professions  Code which  requires that a contract for legal  services be in
writing in any case where it is reasonably foreseeable that the total expense to
a client,  including  attorneys  fees,  will exceed one  thousand  dollars.  Our
agreements are as follows:

     1. Legal Services to be Provided. I will provide you such legal services of
a  business  law nature as you shall  request or require  from time to time with
respect to the conduct of your clinical laboratory business. Legal services that
are not to be provided by me include  consultation  beyond that set forth in the
previous  sentence  and any  litigation.  If you wish me to  provide  any  legal
services  not to be  provided  under  this  agreement,  the  provisions  of this
agreement  shall apply to such additional  services I shall provide,  unless you
request a separate  agreement with respect  thereto.  Subject to the Termination
provision of paragraph 3, I agree to serve as the Company's General Counsel.


     2.  Responsibilities.  I will perform the legal services provided for under
this  agreement  and the  consulting  agreement  and  respond  promptly  to your
inquiries and  communications.  You will be truthful and cooperative with me and
timely make any payments required by this agreement.





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     3.  Termination.  You have the right to discharge me at any time, and I may
withdraw from  representation  of you at any time. My withdrawal may be based on
your failure to meet your obligation of timely payment under this agreement. The
work  product  produced  in the  course  of my  representation  will  remain  my
property, however, you will be entitled to reasonable access to it.

     4. Fees for  Services.  I charge for my  services  based  primarily  on the
number of hours devoted to the matters  undertaken in your behalf  multiplied by
my hourly rate which in this case I have  reduced to $150 per hour.  The minimum
time  billed is 0.1 hour.  My hourly rate is subject to  adjustment from time to
time; such  adjustments  will be reflected on your monthly bill. Any estimates I
provide of anticipated fees,  whether for budgeting  purposes or otherwise,  are
necessarily only estimates, due to uncertainties involved, and are not a maximum
quotation or any other limit. Actual fees will be determined as described above.
I will  notify  you when I become  aware  fees in any given  month  will  exceed
$15,000.

     5.  Out  of  Pocket   Costs  and   Disbursements.   In  the  course  of  my
representation,  I will  incur  expenses  such as  filing  fees,  long  distance
telephone charges,  facsimile charges,  copying charges,  overnight delivery and
other  communication  costs,  computer  research fees,  postage and non-attorney
staff and retained  overtime  (when required by you or the timing of the matters
being  worked  upon).  I will  reflect  such  charges  on your  regular  monthly
statement.  Such charges shall be your  responsibility in addition to my charges
for  legal  fees.  When  my   representation   involves  the  incurring  of  any
expenditures of an amount in excess of $100 or of an  extraordinary  nature such
as travel and related expense,  I will generally  require that you provide those
sums to me in advance.

     6.  Monthly  Statements.  My practice is to send  periodic  statements  for
services and  disbursements.  Such statements will be provided on a semi-monthly
or monthly basis. My hourly rate is based on the premise that statements are due
and payable upon  receipt.  If your  payment is not  received  within 30 days of
receipt,  I will charge you  interest at the rate of 1.5% per month from the due
date until paid.  If you have any question  regarding a  statement,  please feel
free to ask the question as soon as possible. If you object to only a portion of
a  statement,  I ask that you pay the  remainder,  which will not  constitute  a
waiver of any question or objection you may have.

     7.  Nature of  Relationship.  The  attorney-client  relationship  is one of
mutual trust and  confidence.  If at any time you have any  questions  about the
provisions of this agreement or my  representation,  please feel free to contact
me.

     8. Effective Date of Agreement.  This effective date of this agreement will
be the date a copy hereof is executed by you and returned to me.

If you agree with the  foregoing,  please sign the duplicate copy of this letter
in the space provided and return it to me.




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Very truly yours,

/s/ Henry E. Bose
 ....................
Henry E. Bose

ACCEPTED AND AGREED TO
THIS 1st DAY OF October, 1996

MERIS LABORATORIES, INC

By:/s/ William E. Neeley, M.D.
 .............................
William E. Neeley, MD, President

































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