CONSULTING AGREEMENT


This Consulting Agreement (the "Agreement") is made this 9th day of August, 1996
by and between Henry W. Poett III  ("Consultant") and Meris  Laboratories,  Inc.
("Client").

1.       Consulting Services and Period.

         1.1      Services.  Client hereby  retains  Consultant  and  Consultant
                  agrees to render to Client  from time to time and at  Client's
                  written request  consulting  services relating to the Client's
                  business as specified in Exhibit A.

         1.2      Consulting  Period.   Unless  sooner  terminated  pursuant  to
                  Section  3 below,  this  term of this  Agreement  shall be the
                  period set forth in Exhibit A.

2.       Compensation; Expenses.

         2.1      Compensation.  In consideration of the services to be rendered
                  hereunder,  Consultant  shall be paid  consulting  fees at the
                  rate set forth in Exhibit A.

         2.2      Expenses.  Client shall  reimburse  Consultant  for reasonable
                  travel and other business  expenses  incurred by Consultant in
                  the performance of  Consultant's  duties  hereunder,  provided
                  that  Client is notified  in advance of  Consultant's  need to
                  incur such expenses and such expenses are approved by Client.

         2.3      Invoices.  Client shall submit  monthly  invoices for services
                  provided by Consultant  hereunder,  and for costs and expenses
                  to be reimbursed  hereunder.  Payments shall be due within ten
                  (10) days of receipt of Client's invoice.

3.       Termination of Consulting Period.

         This  Agreement  may be terminated by either party (i) on 90 days prior
         written notice to the other or (ii) if the other party shall breach any
         material term or provision of this  Agreement and shall fail or refuse,
         within  thirty  (30) days  after  receipt of  written  notice  from the
         non-breaching  party regarding such breach,  to take such action as may
         be necessary to cure or remedy such breach.

4.       Proprietary Information.

                  4.1 Defined.  "Proprietary Information" is all proprietary and
                  confidential  information  of  Client  which  pertains  to the
                  


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                  business or products of Client, or its customers,  consultants
                  or business associates, which was or is obtained by Consultant
                  from  Client.   Notwithstanding  the  foregoing,   Proprietary
                  Information  shall not include:  (i)  information  which is or
                  becomes publicly known through lawful means;  (ii) information
                  that was  rightfully  in  Consultant's  possession  or part of
                  Consultant's general knowledge prior to the Consulting Period;
                  (iii)  information  which is disclosed to  Consultant  without
                  confidential or proprietary  restrictions by a third party; or
                  (iv)   information   which  is   independently   developed  or
                  discovered by Consultant.

         4.2      Nondisclosure of Proprietary Information. Consultant agrees to
                  protect the confidentiality of the Proprietary Information and
                  not publish,  disclose or otherwise make the same available to
                  any person without Client's prior written consent.

         4.3      Reports.  All reports and other written information  furnished
                  by  Consultant  hereunder  shall be the property of Client and
                  Client  shall have the  unrestricted  right to use the same as
                  Client determines  appropriate  without  obligation to a third
                  person.

5.       Adverse Interests.

         During the term of this  Agreement,  Consultant  shall not enter to any
         agreement,  or perform any work for services for another or participate
         in any activities,  which may be adverse to the interests of Client. In
         addition,  during such period  Consultant  agrees not to  undertake  or
         participate  in  any  activity  which  is  directly  or  indirectly  in
         competition with Client or its business.

6.       Assignment; Successors and Assigns.

         Neither  Consultant nor Client shall assign this Agreement  without the
         prior  written  consent of the other party,  which consent shall not be
         unreasonably withheld.  Subject to the foregoing,  this Agreement shall
         be  binding  upon and inure to the  benefit of the  parties  hereto and
         their respective heirs, legal representatives, successors and permitted
         assigns,  and shall not  benefit  any  person or entity  other than the
         parties hereto.

7.       Notices.

         All notices or other  communications  required or  permitted  hereunder
         shall be made in writing and shall be deemed to have been duly given if
         delivered  by  hand  or  mailed,   postage  prepaid,  by  certified  or
         registered mail, return receipt  requested,  and addressed to Client at
         2890 Zanker Road,  San Jose, CA 95134 and Consultant at the address set
         forth in Exhibit A. Notice of change of address shall be effective only
         when done in accordance with this Section 7.




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8.       Entire Agreement.

         The terms of this  Agreement  are  intended by the parties to be in the
         final  expression  of their  agreement  with respect to the matters set
         forth  herein and may not be  contradicted  by evidence of any prior or
         contemporaneous   agreement.  The  parties  further  intend  that  this
         Agreement shall constitute the complete and exclusive  statement of its
         terms and that no extrinsic  evidence  whatsoever  may be introduced in
         any judicial,  administrative, or other legal proceeding involving this
         Agreement.

9.       Amendments; Waivers.

         This  Agreement may not be modified or amended  except by an instrument
         in writing,  signed by  Consultant  and  Client.  By an  instrument  in
         writing  similarly  executed,  either party may waive compliance by the
         other party with any provision of this  Agreement that such other party
         was or is obligated to comply with or perform, provided,  however, that
         such waiver shall not operate as a waiver of, or estoppel  with respect
         to, any other or  subsequent  failure.  No failure to  exercise  and no
         delay in exercising any right, remedy, or power hereunder shall operate
         as a waiver  thereof,  nor shall any single or partial  exercise of any
         right,  remedy,  or power  hereunder  preclude  any  other  or  further
         exercise thereof or the exercise of any other right,  remedy,  or power
         provided herein or by law or in equity.

10.      Governing Law.

         The validity,  interpretation,  enforceability, and performance of this
         Agreement  shall be governed by and  construed in  accordance  with the
         laws of the State of  California  as such laws are applied to contracts
         entered into and to be performed therein by residents thereof.

11.      Independent Contractor.

         Consultant  shall operate at all times as an independent  contractor of
         Client, and is in no way considered an employee of the Client.

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

CONSULTANT                               MERIS LABORATORIES, INC.


By: /s/ Henry W. Poett III               By:/s/s William Neeley, M.D.
---------------------------              -------------------------------------
Henry W. Poett III                               Medical Director & President
                                         Title:-------------------------------
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                                   EXHIBIT A


1.       Consulting Services to be Provided.

                  Consultant shall provide  consulting  services with respect to
                  Client's  business by  assisting  Client  with  respect to (i)
                  business and financial  analysis and  planning,  and (ii) such
                  other tasks as Client and Consultant shall agree upon.

                  Consultant shall report to Client's  President & CEO. Client's
                  President & CEO shall assign consulting tasks.



2        Term.

                  One year beginning August 9, 1996.



3.       Consulting Fee Rate.

                  $150 per hour.



4.       Address of Consultant.

                  Henry W. Poett III
                  401 Chapin Lane
                  Burlingame, CA 94010












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