EXHIBIT 10.6 CONFIDENTIALITY AGREEMENT - EMPLOYEE
CONFIDENTIALITY AGREEMENT

         THIS AGREEMENT is entered into by ("Employee") and Elite Laboratories,
Inc. ("Elite") this _____ day of ________________, 199____.

         RECITALS

         A.  Employee  is  an  employee  of  Elite.   As  such,  he  may  obtain
confidential  information  pertaining  to the business of Elite and companies or
other entities with which it does business.

         B. Disclosure of confidential  information could be highly  detrimental
to Elite. In addition to providing possible benefits to the competitors of Elite
and entities with which it conducts  business,  such disclosure  could adversely
affect the  relationship of Elite with such other entities.  Elite is frequently
required,  in  conducting  its  business,  to  assure  other  entities  that all
personnel of Elite who obtain  confidential  information  will have  executed an
agreement not to disclose it.

         C. The purpose of this  Agreement is to document  the  assurance of the
Employee  that he will not disclose any  confidential  information  of Elite and
thereby  permit  information  pertaining  to its  business  to be  disclosed  to
Employee,  to the  extent  such  Employee  needs  to know  certain  confidential
information to make more informed decisions.

         AGREEMENT

         1.   Confidential   Information.   For  purposes  of  this   Agreement,
confidential  information constitutes any and all information concerning Elite's
business,  including but not limited to, the  qualifications and capabilities of
its technical employees,  the scope and nature of technical work being performed
by Elite,  the terms of any and all agreements  between Elite and other entities
related  to  research,  development,  licensing,  or  testing  of  products  and
potential products,  the data or results generated by any testing or evaluation,
the decisions to develop or forgo development of any product, and any other fact
or matter  pertaining to the business of Elite that is not  generally  available
and known in the pharmaceutical industry.

         2.  Nondisclosure.  Employee  covenants  that he will not  disclose any
confidential  information at any time,  under any  circumstances,  to any person
other than an officer or director of Elite,  unless pursuant to a valid subpoena
or order of a court of competent  jurisdiction.  Employee  further  warrants and
represents  that he has not,  during his  tenure as a  director,  disclosed  any
confidential information to any person or entity.

         3. Conflicts of Interest. Employee covenants that he will reveal to the
board of directors any potential  conflicts of interest which he may have at any
time with respect to Elite. Such potential conflicts shall be defined to include
any legal or beneficial  interest in a business  operating in the pharmaceutical
industry,  and any relationship,  formal or informal,  as an officer,  director,
partner,  employee,  consultant,  agent  or  otherwise,  with a  company  in the
pharmaceutical  industry.  The  potential  conflict so disclosed  shall be fully
described.  Disclosure  of the potential  conflict  shall not, in and of itself,
constitute an indication  of any  wrongdoing on the part of Employee,  nor shall
Employee be required to eliminate the potential  conflict of interest  (although
disclosure of information to the Employee may be redacted as appears in the best
interest of Elite).

         4. Governing  Law. This Agreement  shall be governed by the laws of the
state of New Jersey,  provided that nothing in this Agreement shall diminish the
obligations  of  Employee  under  the laws of  Delaware  governing  corporations
created thereunder.

Employee

                                            Print Name

                                            ELITE LABORATORIES, INC.

                                            By:

                                            Atul M. Mehta, President