EXHIBIT 10.5

CONFIDENTIALITY AGREEMENT - CORPORATION

         CONFIDENTIALITY AGREEMENT NON-DISCLOSURE AGREEMENT

Elite Laboratories,  Inc. of 230 W. Passaic Street, Maywood, New Jersey 07607, a
Delaware  corporation  (hereinafter  referred  to  as  "ELITE")  have  in  their
possession   certain  samples  and  confidential  and  proprietary   information
(hereinafter  referred  to as  "CONFIDENTIAL  INFORMATION")  related to products
developed by Elite.

It is understood that _________ hereafter referred to as "DISCLOSEE") desires to
obtain such samples and certain of this CONFIDENTIAL INFORMATION to enable it to
evaluate a possible business  relationship with ELITE. It is understood that the
term DISCLOSEE  includes,  without limitation,  all personnel,  subsidiaries and
affiliate companies of DISCLOSEE.

It is understood and agreed that any  information  Elite  discloses to DISCLOSEE
relating to in-vitro and in-vivo data, processes,  marketing,  formulae,  plans,
know-how, patent applications and business information including the present and
future plans of ELITE shall be maintained in the  confidence  normally  accorded
DISCLOSEE's own internal materials and shall not be used, except for the purpose
of evaluation in the  furtherance of entering into an arrangement  between ELITE
and  DISCLOSEE  for a period of ten (10)  years from the date of  disclosure  by
ELITE.

ELITE is prepared to make certain of such CONFIDENTIAL  INFORMATION available to
DISCLOSEE through its  representatives,  to the extent ELITE deems it necessary,
for the sole purpose stated above, provided that:

1 .  DISCLOSEE  agrees to hold such  CONFIDENTIAL  INFORMATION  and any  further
information  developed in the course of its services in trust and confidence and
not to  disclose to others,  nor to use for any  purpose  other than that stated
above, any and all CONFIDENTIAL  INFORMATION disclosed directly or indirectly to
DISCLOSEE by ELITE, except:

a)       Information which, at the time of disclosure, is generally available to
the public and was separately obtained from such a source by DISCLOSEE;

b)       Information which, after disclosure, becomes generally available to the
public, by publication or otherwise, through no fault of DISCLOSEE;

c)       Information which DISCLOSEE can show was in its possession prior to
disclosure hereunder and which was not acquired directly or indirectly from
ELITE;

d)  Information  which  DISCLOSEE  can show was received by it after the time of
disclosure   hereunder   from  a  third   party   imposing  no   obligation   of
confidentiality  and  who did not  acquire  any  such  information  directly  or
indirectly from ELITE; and e) Information  which DISCLOSEE is required by law to
disclose.

For the  purpose  of the  provisions  of  this  paragraph,  disclosures  made to
DISCLOSEE  which are specific,  e.g. as to  compositions,  processes,  operating
conditions,  etc.,  shall not be deemed to be within  the  foregoing  exceptions
merely  because they are  embraced by general  disclosures  which are  generally
available  to  the  public  or  in  DISCLOSEE's  possession.  In  addition,  any
combination  of  features  shall  not  be  deemed  to be  within  the  foregoing
exceptions merely because individual features thereof are generally available to
the public or in DISCLOSEE's possession,  but only if the combination itself and
its principle of operation are generally available or in DISCLOSEE's possession.

2. No right or  license is granted by ELITE to  DISCLOSEE  in  relation  to such
CONFIDENTIAL INFORMATION except as expressly set forth in this Agreement.

3. DISCLOSEE shall return to ELITE,  upon demand,  any and all written documents
entrusted to it by ELITE hereunder and shall not copy or reproduce,  in whole or
in part,  any such  documents  without  ELITE's  written  permission.  One copy,
however, may be retained if desired by DISCLOSEE for legal purposes to show what
information had been provided to it.

ELITE LABORATORIES, INC.

Atul M. Mehta, Ph.D.
President

Date:                                                Date: