CONSULTING AGREEMENT


This Consulting Agreement (the "Agreement") is made this 1st day of
October 1996 between Henry E. Bose ("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 legal services  relating to Client's  business
                  as  specified  in  Exhibit  A.  Subject  to  the   Termination
                  Provision of Paragraph  3,  consultant  agrees to serve as the
                  Client's General Counsel.

         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 (the "Consulting Period").

2.       Compensation; Expenses.

         2.1      Compensation.  In consideration of the services to be rendered
                  hereunder,  Client shall pay  Consultant at the rate set forth
                  in  Exhibit A for each hour of  consulting  services  provided
                  during the Consulting Period.

         2.2      Expenses.  Client shall  reimburse  Consultant  for reasonable
                  travel and other business  expenses  incurred by Consultant in
                  the performance of his 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      Payments.  Payments shall be made upon receipt of
                  invoice.  Consultant shall submit semi-monthly invoices
                  to Client.

3.       Termination of Consulting Period.

         This  Agreement  may be  terminated  by either party 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
                  


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                  confidential  information  of  Client  which  pertains  to the
                  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 his
                  general knowledge, in either case other than as an employee of
                  Meris  or as the  result  of  such  employment,  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.       Stock Options.

         As of the date  hereof,  Consultant  holds  options to purchase  45,746
         shares of Client's  common stock.  It is the intent of the parties that
         as a consequence  of this Agreement such options shall continue to vest
         under the  Option  Plan as if  Consultant  were an  employee  of Client
         through the Consulting Period.

6.       Adverse Interests.

         During the term of this  Agreement,  Consultant  shall not enter to any
         agreement,  or perform any work or 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.

7.       Assignment; Successors and Assigns.

         Consultant  shall  not  assign  any  of  his  obligations   under  this
         Agreement,  or subcontract any work to be performed hereunder,  without
         the prior written  consent of Client.  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.


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8.       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 8.

9.       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.

10.      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.

11.      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.

12.      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.







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

CONSULTANT                                     MERIS LABORATORIES, INC.


/S/ Henry E. Bose                              By: /s/ William Neeley, M.D.
 ...........................                    ..............................
Henry E. Bose


 









































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                                EXHIBIT A



1.       Consulting Services to be Provided.

         Consultant  shall  provide  legal  consulting  services with respect to
         Client's  business,  including  legal  services with respect to ongoing
         litigation matters.



2.       Term.

         October 1, 1996 through September 30, 1997



3.       Consulting Fee Rate.

         $150 per hour.



4.       Address of Consultant.

         152 North Third Street, Suite 503, San Jose, CA 95112
























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