EXHIBIT 10.2

BRIDGE VENTURES, INC. 1241 Gulf of Mexico Dr. Longboat Key, Florida  34228

CONSULTING AGREEMENT

         THE CONSULTING  AGREEMENT  ("Agreement") is made this 1st day of August
1997, by and between Bridge Ventures,  Inc.] (the "Consultant")  whose principal
place of business is 1241 Gulf of Mexico Dr., Longboat Key,  Florida,  and Elite
Laboratories,   Inc.  (Elite),  a  Delaware  corporation  (the  "Client")  whose
principal place of business is 230 W. Passaic Street, Maywood, New Jersey 07607.

W I T N E S S E T H

WHEREAS,  the Consultant is willing and capable of providing  various  marketing
and management consultant services for and on behalf of the Client in connection
with the marketing and manufacturing of time release pharmaceuticals.

WHEREAS,  THE Client wishes to retain the services of the  Consultant to consult
on strategic alliances for the Client pursuant to the terms hereof.

NOW,  THEREFORE,  in consideration of the mutual covenants and agreements herein
contained,  and for other  good and  valuable  consideration,  the  receipt  and
sufficiency of which are hereby acknowledged, it is agreed as follows:

         1. Engagement.  The client hereby retains the Consultant subject to the
provisions of paragraph 4, and  Consultant  hereby  accepts the  engagement,  to
provided  Management  and  Marketing  and  Advisory  services  the Client.  Such
services  shall  include  assisting  management  in  their  strategic  planning,
building a management team, and such other  managerial  assistance as Bridge and
Elite shall deem necessary or appropriate for Clients business.

         The Consultant hereby agrees to devote such time as is necessary to the
Client to fulfill the obligations set forth in this Paragraph 1. It is expressly
agreed  between the parties that the  Consultant  shall have no fixed or minimum
number of hours within which to perform its  obligations  under this  Agreement,
however, the Consultant will be diligent and use its best efforts to perform the
services  hereunder.  The  Consultant  shall  strictly  observe  all  securities
regulations and laws, and all other laws.

         It is understood  that the services  rendered under this Agreement will
be provided by either Harris Freedman or Stanley Zaslow, or by a person directly
under their supervision.

         2. Proprietary Information.  In connection with their services pursuant
to this Agreement,  Consultant will obtain certain  information  from the Client
concerning the Client's business,  operations and certain  inventions,  know-how
and technology, which the Client considers proprietary. The Consultant agrees to
treat any such information (herein collectively referred to as the "Confidential
Information")   in  accordance   with  the   provisions  of  this  paragraph  2.
Confidential Information does not include information which (I) is independently
obtained from members of the public to whom the  information  was made available
other  than as a result of a  disclosure  by the  Consultant  or its  directors,
officers, employees, agents or advisors, or (ii) was or becomes available to the
Consultant  on a  non-confidential  basis from a source other than the Client or
its directors,  officers, employees, agent or advisors provided that such source
is not known to the Consultant to be bound by a  confidentiality  agreement with
the Client.

         The Consultant hereby agrees that the Confidential  Information will be
kept confidential by the Consultant,  provided,  however, that any disclosure of
such  Confidential  Information  may be made to which  the  Client  consents  in
writing.

         Upon expiration or termination of this Agreement,  the Consultant shall
promptly  redeliver  to the Client any and all written  material  containing  or
reflecting any of the  Confidential  Information and will not retain any copies,
extracts or other  reproductions  in whole or in part of such written  material.
All documents,  memoranda,  notes and other writings  whatsoever prepared by the
Consultant or its advisor based on the information contained in the Confidential
Information  shall be destroyed,  and such destruction  shall,  upon demand,  be
certified in writing to the Client by an  authorized  officer  supervising  such
destruction.  It is agreed that all  information  and materials  produced by the
Client shall be the sole and exclusive property of the Client. All copyright and
title of said work shall be the  property of the  Client,  free and clear of all
claims thereto by the  Consultant,  and the consultant  shall retain no claim of
authorship therein.

         The  provisions  of this  paragraph  2  shall  survive  expiration  and
termination of this Agreement.

         The Consultant  agrees to perform the work hereunder  diligently and in
the highest  professional  manner and shall provide all  necessary  personnel to
complete the work in the time and manner reasonably set forth by the Client. The
Consultant shall strictly  observe all securities  regulations and laws, and all
other laws.

         3.  Remuneration.  In consideration for the  services to be provide to
the Client by the Consultant  under this Agreement, the Client hereby agrees to
the  payment of remuneration to the Consultant as follows:

(a) The Client hereby agrees to pay the  Consultant an annual  consulting fee in
the amount between $84,000 and $120,000,  payable in equal monthly  installments
of between  $7,000 and  $10,000 per month for a period of thirty six (36) months
from the date of this  Agreement.  Such payment  shall be due on the first (1st)
day of each and every month hereafter.

         (b)  Upon  execution  of  this  Agreement,  or as  soon  thereafter  as
possible,  the Client shall cause to be issued to the Consultant pursuant to the
authority  granted  from the  Client's  Board of  Directors  400,000  to 500,000
Warrants  exercisable  for a period of 5 years at $3.00 per share of its  common
stock,  which will be identical  to the  Warrants  purchased by investors in any
subsequent  offering.  The share certificate to be issued shall be issued in the
name  which the  Consultant  provides  to the  Client in the  Consultant's  sole
discretion.  The shares  underlying  the warrants shall be free and clear of all
liens and encumbrances  except it shall bear a legend containing the restrictive
language of Rule 144 of the Securities Act of 1933, as amended.

         (c) The Client  agrees to  reimburse  the  consultant  for all  travel,
entertainment,  mailing,  printing, postage and all other out-of-pocket expenses
directly related to the services to be provided.  Expenses in excess of $100 per
occasion shall be preapproved by the Client. Upon termination of this Agreement,
any continuing  obligation under this paragraph shall cease; however any accrued
but unpaid expenses due to the Consultant under this  subparagraph  shall be due
and payable within ten (10) days from such date.

         4. Term.  It is agreed  between the parties that this  Agreement  shall
expire  on the last day of the  Thirty  Six (36) full  month  from the date here
unless terminated as provided for in paragraph 3(a). The Consultant's obligation
to provide services hereunder shall commence on the date on which the Consultant
receives from the Client the first payment compensation under paragraph 3(a) and
the  Client  has  caused to be issued  the  option  certificate  referred  to in
paragraph 3(b) hereof.

         Notwithstanding  the  foregoing,  this  Agreement  may be terminated by
Client upon a material  breach by  Consultant,  or if  Consultant  or any of its
directors, officers, employees or consultants become the subject of any criminal
prosecution  or any  enforcement  proceeding  by  the  Securities  and  Exchange
Commission or any other state or federal agency.

         5.       Miscellaneous Provisions.

                  (a) This Agreement and the duties and  responsibilities
creased hereby may not be assigned, transferred or delegated by the Consultant
without the  prior written consent of the Client.

                  (b) This Agreement  shall be  interpreted  and governed by the
laws of the State of New York;  all clauses of this  Agreement  are distinct and
severable  and if any clause shall be held illegal or void,  it shall not affect
the validity or legality of the remaining provisions of this Agreement.

                  (c) No  waiver  of any  breach of any  condition  herein  will
constitute a waiver of any subsequent reach of the same or any other condition.

                  (d) The parties  hereto agree to execute such other  documents
as are necessary to carry out the intent and the spirit of this Agreement.

                  (e)  Subject  to the other  provisions  hereof,  the terms and
conditions of this Agreement shall extend to and be binding upon and shall inure
to the benefit of the successors and assigns of the Parties hereto.

                  (f) This  Agreement  may not be  assigned  without  the  prior
written consent of all parties,  and that any attempted  assignment in violation
of this provision will be null and void.

         6.  Notices.  All notices,  demands or requests  required or authorized
hereunder  shall  be  deemed  sufficiently  given  if in  writing  and  sent  by
registered or certified mail, return receipt  requested and postage prepaid,  or
by telex, telegram or cable to:

                  Client:  ELITE LABORATORIES, INC.

                           230 Passaic Street
                           Maywood, New Jersey  07607

                           and if to Consultant:

                           BRIDGE VENTURES, INC.
                           1241 Gulf of Mexico Dr.
                           Longboat Key, Fl.  34228
                           Attn:  Harris Freedman

         7.  Status of  Parties.  For the  purpose  of this  Agreement,  and the
services,  duties and  responsibilities  created  hereunder,  nothing other than
exercise of warrants provided for in paragraph 3, nothing contained herein shall
create  an  equity  or  ownership  interest  of one  party in the  other.  It is
understood  and agreed between the parties that the Consultant is an independent
contractor of the Client for the purposes set forth herein.

         8. Entire Agreement.  This instrument  contains the entire agreement of
the parties  relating to the subject  matter  hereof.  The parties  have made no
agreements,  representations or warranties relating to the subject matter hereof
which are not set forth herein. No modification of this Agreement shall be valid
unless made in writing and signed by the parties hereto.

         9.  Notwithstanding the foregoing,  this Agreement may be terminated by
client upon a material  breach by  consultant,  or if  consultant  or any of its
directors  or officers  become the subject of any  criminal  prosecution  or any
enforcement  proceeding by the Securities  and Exchange  Commission or any other
state or federal agency.

         IN WITNESS WHEREOF,  the parties hereto have executed this Agreement on
the day and year first above written.

                                            CONSULTANT:

                                            BRIDGE VENTURES, INC.

                                            By:  /s/Harris

Freedman

                                            CLIENT:

                                            ELITE LABORATORIES, INC.

                                            By: /s/