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EXHIBIT 10.12

                              CONSULTING AGREEMENT

The Agreement is between FOUNTAIN PHARMACEUTICALS, INC., a Delaware corporation
("Fountain") and DIANA PARNELL, M.D. (`Consultant").

1.    TERM. Fountain engages the Consultant as an independent contractor to
      provide consulting services to Fountain during the term commencing June
      1, 1999 and concluding May 31, 2000. This Agreement may be extended
      beyond May 31, 2000 by mutual agreement of the parties in writing.

2.    FOUNTAIN'S SUB-LICENSE AGREEMENT. Pursuant to a Sub-License Agreement
      dated May 27, 1999, between Fountain and Y.S. Laboratories, Inc. the
      terms of which are incorporated in this Consulting Agreement by this
      reference, Fountain has been granted a sub-license to use certain
      proprietary information, technology and patents ("the Technology") for
      purposes of manufacturing, modifying and selling Products for use as
      topical epidermal skin care products, including products for lips and
      skin, that utilize the Technology (collectively the "Licensed Uses")
      within the United States of America ("the Territory").

3.    SERVICES. The Consultant shall provide to Fountain advice and assistance
      for the manufacturing and marketing of Products utilizing the Technology
      for Licensed Uses within the Territory during the term of this Agreement.
      The services that are provided by the Consultant shall include, but are
      not limited to, assistance and advice regarding the preparation of
      promotional materials such as print media and infomercials. Upon
      reasonable advance notice and request, the Consultant is required to
      provide such services up to a maximum of 96 hours during the term of this
      Agreement.

      The parties agree that the Consultant may engage in other occupations and
      engagements during the term of this Agreement, including but not limited
      to the manufacture and development of Products utilizing the Technology;
      provided, however, the Consultant shall not engage in any activity that
      is directly competitive or adverse to Fountain's business except with the
      prior written consent of Fountain.

4.    COMPENSATION. Fountain agrees to pay the Consultant on the basis of time
      reasonably devoted to the Consultant's services to Fountain as follows:
      $500 per hours; $2,000 for 1/2 day; and $4,000 for one full work day. If
      the Consultant is required to travel outside the geographical area
      comprised of San Francisco and Marin Counties, California, the Consultant
      shall be compensated $4,000 for each day, or partial day, that the
      Consultant is required to be outside of those Counties.

5.    BUSINESS EXPENSES. Fountain will reimburse the Consultant for reasonable
      business expenses directly incurred in the performance of Consultant's
      duties arising from this Agreement, and approved in advance by Gerald
      Simmons, Chris Whitaker, or another executive designated by Fountain for
      such purposes. Such reimbursement shall be made not later than the end of
      the calendar month immediately following the Consultant's request




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      for reimbursement. The parties acknowledge that in unusual cases, the
      Consultant may request that Fountain pay for reasonable business expenses
      directly.

6.    EARLY TERMINATION. This Agreement automatically expires on May 31, 2000
      unless extended by mutual agreement in writing by both parties.

      The Consultant may terminate this Agreement prior to May 31, 2000, with
      or without cause, by 30 days advance written notice to Fountain.

      Fountain may terminate the Consultant's engagement with Fountain prior to
      May 31, 2000 for ""good cause"" only. The term ""good cause"" is defined
      as any of the following: (a) Consultant's death; (b) litigation is
      commenced against the Consultant or any business entity in which the
      Consultant is or has been associated regarding the Sub-License Agreement
      described in Section 2 or the underlying License Agreement; (c)
      Consultant's material negligence or fraudulent conduct in connection with
      the performance of the Consultant's duties arising from this Agreement;
      (d) the Consultant's conviction by, or entry of a plea of guilty or nolo
      contendere in a Court of competent jurisdiction for a felony or a
      misdemeanor involving moral turpitude; (e) Consultant" commission of an
      act of fraud upon Fountain, or any personal dishonesty or malfeasance in
      the course of performing the Consultant's duties arising from this
      Agreement.

      In the event that Fountain terminates the Consultant for good cause and
      the Consultant disputes the presence of good cause as defined in this
      Section, the Consultant will be suspended, without compensation, pending
      resolution of the dispute by binding arbitration as provided in Section
      15 of this Agreement.

7.    EXCHANGE OF CONFIDENTIAL INFORMATION. Each of the parties acknowledges
      that the other may receive access to information of a confidential and/or
      trade secret nature that has great value to the disclosing party in the
      course of the performance of the Consultant's duties pursuant to this
      Agreement. Such information includes, but is not limited to, techniques,
      processes, pricing, and the names and address of suppliers and customers.
      The recipient of such information will keep all such Confidential
      Information in confidence during the term of this Agreement and after the
      expiration or termination of this Agreement. Upon termination or
      expiration of this Agreement, each recipient of Confidential Information
      will deliver to the disclosing party all documents, records, notebooks,
      work papers, and similar material containing any Confidential Information
      whether prepared by the disclosing party or anyone else.

8.    INDEMNITY. To the fullest extent permitted by applicable law, and not in
      conflict with any indemnity provisions of the Sub-License Agreement
      described in Section 2, Fountain will indemnify the Consultant and hold
      the Consultant harmless for any acts or decisions made in good faith by
      the Consultant while performing services for Fountain. Fountain will pay
      all expenses, including reasonable attorneys fees and costs of court
      approved settlements, actually and necessarily incurred by the Consultant
      in connection with the defense of any such action, suit or proceeding and
      in connection with any appeal thereon, which as been brought against the
      Consultant by reason of the Consultant's services as a consultant to




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      Fountain. Provided, however, the indemnity provisions of this Section
      shall not apply to any litigation brought against the Consultant in
      connection with the terms or granting of the Sub-License Agreement or its
      underlying License Agreement.

9.    INDEPENDENT CONTRACTOR. Consultant's relationship with Fountain is that
      of an independent contractor, and nothing in this Agreement shall be
      construed to create an employer-employee relationship between Fountain
      and the Consultant. Since the Consultant will not be an employee of
      Fountain, Consultant acknowledges and agrees that Consultant will not be
      entitled to any employee benefits Fountain offers to employees, nor will
      any part of any compensation payable to the Consultant be subject to
      withholding by Fountain for the payment of any Social Security, Federal,
      State or other employee payroll taxes. The Consultant is solely
      responsible for the payment of all income taxes, Federal or State, levied
      upon Consultant's fees received pursuant to this Agreement.

10.   NOTICES. All notices, requests, demands, or other communications under
      this Agreement must be in writing and shall be deemed to have been duly
      given on the date of service if served personally on the party to whom
      notice is given, or within 72 hours after mailing, if mailed to the party
      to whom notice is to be given, by First Class Mail, Registered or
      Certified, postage prepaid, and properly addressed to the party at either
      of the following addresses, or at any other address that any party may
      designate by writing to the other.

      To.      Fountain Pharmaceuticals, Inc.
               7279 Bryan Dairy Road
               Largo, Florida 33777

      To:      Diana Parnell, M.D.
               P.O. Box 998
               Ross, CA 94957

11.   NON ASSIGNMENT AND SUCCESSORS. The Consultant may not delegate a
      Consultant's obligation to provide services to Fountain. Subject to the
      limitation against delegation of the Consultant's duties, this Agreement
      inures to the benefit and is binding upon the successors and assigns of
      each of the parties.

12.   ENTIRE AGREEMENT. This Agreement is the entire agreement of the parties
      relating to the subject matter of the Consultant's engagement as an
      independently contracting consultant with Fountain, and supersedes any
      prior agreements, undertakings, commitments and practices relating to
      such services.

13.   AMENDMENTS. No amendment or modification of the terms of this Agreement
      will be valid unless made in writing and signed by both parties.

14.   GOVERNING LAW. This Agreement and the legal relationship between the
      parties is governed by the laws of the State of California.




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15.   ARBITRATION. Any dispute, controversy, or claim arising out of or in
      respect to this Agreement in the engagement of the Consultant by Fountain
      must be submitted to and settled by binding arbitration conducted by a
      single Arbitrator in accordance with the rules of the Judicial
      Arbitration Mediation Services ("JAMS"). Any such dispute shall be heard
      in San Francisco, California. The Arbitrator will have the discretion to
      determine a prevailing party in the proceedings, and to award the
      prevailing party reimbursement of reasonable attorneys fees and cost from
      the other party.

Entered into effective June 1, 1999.


                                    FOUNTAIN PHARMACEUTICALS, INC.
                                    a Delaware Corporation, "Fountain"


                                    By: /s/ Gerald Simmons         6/4/99
                                        ---------------------------------
                                        GERALD SIMMONS, President/CEO


                                        /s/ Diana Parnell
                                        ---------------------------------
                                        DIANA PARNELL, M.D., "Consultant"




















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