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                                                                   EXHIBIT 10.8

                          ADVERTISING AGENCY AGREEMENT

THIS AGREEMENT is made effective October 1, 2001 between Endeavor
Pharmaceuticals, Inc., a Delaware corporation, with Headquarters located at 127
Racine Drive, Suite 202, Wilmington, NC 28403 and with the Sales and Marketing
Office located at 8 Campus Drive, Third Floor East, Parsippany, NJ 07054
(hereinafter referred to as "Company") and Accel Healthcare Communications,
LLC., a Delaware limited liability company with a place of business at 30 Irving
Place, New York, NY 10003 (hereinafter referred to as "Agency").

         WHEREAS, Company is interested in retaining the services of an
advertising agency for advertising and promotional activities for CE10
(conjugated estrogens) with brand name to be determined (hereinafter referred to
as the "Product"); and

         WHEREAS, Company and Agency have executed a CONFIDENTIAL DISCLOSURE
AGREEMENT dated July 23, 2001 (the "CONFIDENTIAL DISCLOSURE AGREEMENT"); and

         WHEREAS, Agency has represented to Company that it possesses all
requisite skills, knowledge, experience and technical capabilities to perform
these services for Company;

         NOW, THEREFORE, and in consideration of the mutual promises and
covenants hereinafter set forth, Company and Agency agree as follows:

1.       AGENCY SERVICES

         Company appoints Agency to serve as Company's advertising agency on a
         non-exclusive basis in the United States with respect to such Product
         and such services as Company may designate in accordance with a
         mutually agreed upon Scope of Work. Agency agrees that it will not
         accept other clients or work on other products where such work would
         create a conflict of interest with Company's Product without the prior
         written approval of Company. The Scope of Work for 2001-2002 is
         attached to this Agreement as Schedule A and made part hereof. Company
         may from time-to-time revise the Scope of Work for reallocation of
         hours from anticipated projects to others and, such revised Scope of
         Work shall govern thereafter. In addition to the tasks outlined in the
         Scope of Work, Agency's duties shall include upon Company's request but
         not be limited to:

         1.1      Assigning and obtaining Company approval of a highly
                  professional integrated team to provide services as requested
                  in the Scope of Work. The team must represent all Agency
                  services and departments, and one person, whose identity must
                  be approved by Company, must be


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                  designated as sole head of that team: Charlene Prounis,
                  Managing Partner. Agency shall also designate key leaders to
                  be the main contact for certain Agency functions. The
                  composition of the team will comply with the specifications of
                  the staffing plan, attached to this Agreement as Schedule B.

         1.2      Ensuring the team assigned to Company understands the assigned
                  Product, services and offerings, the category/industry within
                  which Company operates, and the key customer categories where
                  the assigned Product will be marketed.

         1.3      Providing monthly and quarterly reporting to Company on all
                  work performed in hours spent on Company business in a
                  mutually agreed upon format. Monthly reports will include:
                  monthly hours by project and by employee, with year-to-date
                  totals and variances from estimated hours.

         1.4      Analyzing present and potential marketing and advertising
                  opportunities and providing Company with verbal and/or written
                  (as requested) point-of-view on such.

         1.5      Analyzing and reviewing market research to provide Company
                  with timely counsel and a verbal and/or written (as requested)
                  point-of-view on implications and recommended actions.

         1.6      Providing Company with input for pre-launch and launch
                  marketing plans, which put forward reasonable proposals for
                  reaching Company objectives.

         1.7      Preparing all recommendations, materials and other elements as
                  may be necessary to present ideas to Company or as may be used
                  in the execution of ideas into finished communications.

         1.8      Supervising production of communications materials when
                  requested.

         1.9      Advising Company of the availability of all media that can be
                  appropriately used in promoting the Company Product and
                  services.

         1.10     Rendering all services necessary for the proper and efficient
                  use of all media in accordance with industry standards.

         1.11     Negotiating and arranging for the contracting for all talent
                  including residuals. All such contracts with talent shall
                  reflect the independent contractor status of the talent and
                  shall provide that Company will not be responsible for taxes
                  or benefits of any kind on behalf of the talent.


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         1.12     Except as set forth herein or otherwise agreed by the parties,
                  negotiating, arranging and contracting for all photography,
                  models, special effects, etc., as required within the Scope of
                  Work for the production of communications materials whether
                  broadcast or other.

         1.13     Conducting research on and analyzing competitive spending and
                  messages when requested by the Company.

         1.14     Providing reviews and assessing implications of significant
                  industry trends, such as direct response advertising and
                  evolving FDA regulations when requested by the Company.

         1.15     Attending strategy and other meetings and performing research
                  as requested by Company.

         1.16     Providing comprehensive project management and reporting for
                  all Agency departments, which can be used to plan and track
                  all programs and projects.

         1.17     Providing other services as requested by Company and agreed to
                  by Agency with appropriate adjustments in the Scope of Work
                  and personnel assigned to the Product, if necessary.

         1.18     Coordinating and cooperating as necessary with other agencies
                  or vendors retained by Company for the Product.

2.       GENERAL TERMS

         2.1      The parties recognize that this is a non-exclusive agreement
                  and during the term hereof, Agency may act as an advertising
                  agency for other pharmaceutical or chemical manufacturers
                  provided that Agency's services for/with such other companies
                  will not create, in the judgment of Company, a conflict of
                  interest (including, but not limited to, products related to
                  menopause including vasomotor symptoms, vaginal-vulvar
                  atrophy, osteoporosis, female sexual dysfunction, androgen
                  insufficiency, rapid wasting syndrome). Agency agrees that it,
                  including subsidiary companies, will not provide the services
                  contemplated herein for any product or service, which is
                  competitive with the Product, without specific written
                  approval from Company. Additionally, no individual performing
                  services under this Agreement shall perform similar services
                  for any product or service, which is competitive with the
                  Product for any affiliate of Agency, without specific written
                  approval from Company. It is also understood that Company may
                  engage advertising agencies for the Product other than Agency.


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         2.2      Agency agrees to devote its reasonable best efforts to
                  Company's interests and to attempt in every way to make
                  Company's programs successful; Company agrees to aid Agency in
                  so doing by making available to Agency needed information and
                  materials pertaining to Company's Product and to cooperate
                  with Agency in expediting its work on Company's behalf.

         2.3      Agency shall in no event place any advertisements of Company
                  in any advertising medium without first submitting the text
                  and designs therefor to Company and obtaining Company's
                  written approval. Agency agrees to comply with reasonable
                  requests of Company to deliver proposed pieces with sufficient
                  time for internal review.

                  Before incurring liability on Company's behalf for any item of
                  space or time in an advertising medium, or for artwork,
                  mechanical arts, printed matter, services or expenditures
                  within the scope of this Agreement, Agency shall obtain the
                  Company's prior written approval.

                  Agency shall be entitled to rely and act upon authorization
                  given by the members of the Company marketing team assigned to
                  work on the Product who are designated by Company in writing
                  as being empowered to give such instruction, approval, or
                  authorization as attached hereto and incorporated herein
                  Schedule C, as amended.

         2.4      Agency shall use its reasonable best efforts to guard against
                  any loss to Company through failure of media or suppliers to
                  properly execute their commitments; but Agency shall not be
                  held responsible for any failure on the part of said media or
                  suppliers, unless such failure is due to or caused by the
                  negligence of Agency. However, when media or suppliers fail to
                  properly execute their commitments, Agency shall not settle
                  any disputes regarding such deficient performance without the
                  Company's prior written approval of the form and substance of
                  such settlement. Company shall be a third party beneficiary to
                  such agreement and shall have the right to seek recourse
                  against said media or supplier and Agency hereby agrees to
                  subrogate its rights thereto, except where agreements existing
                  on the effective date of this Agreement prohibit the
                  subrogation of Agency's rights, at Company's request.

         2.5      Agency represents and warrants that performance of the
                  services required under this Agreement does not violate any
                  agreements or relationships existing between Agency and any
                  persons by whom Agency may otherwise be employed or with whom
                  Agency may have contractual arrangements.


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         2.6      Agency represents and warrants that all material supplied to
                  Company or used on behalf of Company pursuant to this
                  Agreement shall either (i) not infringe the copyright of any
                  third party, or (ii) be licensed at net cost to Company under
                  a third party copyright. Company shall have the right, in its
                  discretion, to examine copies of releases obtained by Agency.
                  Agency further represents and warrants that Company shall be
                  free to use such material under this Agreement without
                  interference by or claims of third parties, subject to any
                  limitations on usage contained in the aforesaid releases,
                  licenses or other documentation and brought to the attention
                  of Company in writing prior to Company incurring any costs
                  related thereto.

                  In addition, in the event that the work carried out by Agency
                  in connection with this Agreement may utilize the names or
                  likenesses of independent third parties, Company shall not, in
                  such instance, be obligated for any additional consideration
                  or payment to such individuals, except where Agency has
                  obtained Company's prior approval to incur such additional
                  consideration or payment obligation, and Agency hereby
                  covenants and warrants that use of such names or likenesses
                  shall be legally and properly arranged.

         2.7      All documents or other materials supplied to Agency by Company
                  and/or prepared by Agency for Company under this Agreement
                  ("Work Product") shall be property of Company and shall be
                  delivered to Company at any time upon Company's request, or no
                  later than the termination of this Agreement, provided Agency
                  has been timely paid for the Work Product to be delivered.
                  Agency hereby transfers and assigns to Company any copyright
                  in such Work Product, including all of the exclusive rights
                  comprised in such copyright, whether published or unpublished
                  except for any proprietary products and software the Agency
                  developed, such as STAGES and e-visor, in which case the
                  Agency shall grant the Company a fully-paid non-exclusive
                  world-wide license in such products and software if they are
                  incorporated into any of the Company's Work Product to the
                  extent required to use such Work Product. Agency shall ensure
                  and hereby covenants that all individuals working on such Work
                  Product have assigned to Agency their rights to such Work
                  Product. Agency agrees to execute any documents necessary to
                  assign to Company Agency's full copyright interest in the Work
                  Product either solely or jointly with others for Company
                  pursuant to this Agreement. Also, it is clearly understood
                  that no restrictions will be placed on Agency by third parties
                  with respect to any Work Product without the prior written
                  consent of Company.

         2.8      Agency shall not disclose the terms of this Agreement. This
                  Agreement does not entitle Agency to use the Company's name or
                  trademarks of Company, in any way, without prior written
                  authorization.


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         2.9      The parties agree that the CONFIDENTIAL DISCLOSURE AGREEMENT
                  between the parties executed on July 23, 2001 (set forth in
                  Schedule F) is hereby incorporated by reference into this
                  Agreement, except that the term of said CONFIDENTIAL
                  DISCLOSURE AGREEMENT shall continue for seven years past the
                  termination of this Agreement. Agency agrees that all
                  information (oral, written or computerized), report,
                  instrument, document or paper generated or developed for
                  Company or provided to Agency by or on behalf of Company,
                  including the terms of this Agreement, shall be considered a
                  trade secret, proprietary and confidential information of the
                  Company as defined in the CONFIDENTIAL DISCLOSURE AGREEMENT
                  (the "Confidential Information").

                  Agency agrees (i) to use the Confidential Information only in
                  connection with its performance of this Agreement; (ii) to
                  disclose the Confidential Information only to those employees
                  who need to know such Confidential Information because they
                  are assisting in the performance of the services hereunder;
                  and (iii) will not disclose Confidential Information to any
                  third-party without the prior written consent of Company, and
                  prior to such approved disclosure shall require such third
                  parties to execute a confidentiality agreement protecting
                  Confidential Information in a form approved by Company.

         2.10     Agency understands and agrees that, for purposes of this
                  Agreement, Agency and any employee(s) or other individual(s)
                  designated by Agency to perform services under this Agreement
                  ("staff members") are acting in the capacity of independent
                  contractors. Agency is responsible for staffing the project
                  and providing any and all compensation and/or benefits to its
                  staff members. Company is not responsible for withholding, and
                  shall not withhold, taxes of any kind from any payments it
                  owes to Agency unless required by law. Agency agrees to comply
                  with all laws related to withholding and payment of payroll
                  taxes related to individuals providing services hereunder.
                  Neither Agency nor any of its staff members has authority to
                  represent or act on behalf of Company without Company's prior
                  written consent. Further, as independent contractors, neither
                  Agency nor any of its staff members is eligible to participate
                  in, nor are they eligible for coverage under, any of Company's
                  benefit plans, programs, employment policies or procedures or
                  workers' compensation insurance. In consideration of Company
                  agreeing to use Agency's services hereunder, Company will be
                  released from any liability arising from Company's failure to
                  provide such plans, programs, policies, procedures and
                  workers' compensation insurance. Agency shall defend and
                  indemnify Company for any and all claims, losses, injuries or
                  damages that may be asserted against Company as an alleged
                  employer


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                  with respect to any Agency employee or third party vendor
                  employee providing services in connection with this Agreement.

         2.11     Any contract or other agreement that Agency enters into with
                  any third party for purpose of implementing this Agreement
                  (hereinafter "Agency Contract") will be solely between Agency
                  and such other third party. Agency has no authority to bind
                  Company. Each such Agency Contract (i) shall contain terms,
                  conditions and covenants that are substantially similar to
                  this Agreement, including, but not limited to, obligations of
                  confidentiality, assignment of copyrights and inventions (as
                  set forth in Sections 2.7, 2.9 and 2.12, respectively), and
                  (ii) shall expressly provide that such Agency Contract neither
                  creates a third party beneficiary relationship between Company
                  and such third party, nor vests any right of action to such
                  third party against Company. Agency remains responsible for
                  the performance of third parties under Agency Contracts.
                  Agency shall defend and indemnify Company for any and all
                  claims, injuries or damages of any kind that occur in
                  connection with any Agency Contract and/or the performance
                  thereunder, and Company will not be liable in any manner in
                  connection with claims of any nature. In the event that this
                  Agreement is terminated and Company wishes to retain another
                  agency to perform the services defined in Section 1 above,
                  Agency shall, at the request of Company, assign to Company or
                  its designee any such Agency Contract(s). Accordingly, each
                  Agency Contract shall contain a clause permitting Agency to
                  assign the contract to Company.

         2.12     All information, inventions, discoveries, patent rights,
                  trademarks and copyrights which result from any services
                  performed by Agency pursuant to this Agreement ("Inventions"),
                  will be the exclusive property of Company. Agency shall
                  promptly disclose in writing to Company each such Invention
                  and provide to Company all information known to Agency
                  reasonably relating to such Invention. Agency agrees to sign
                  all necessary documents or take such other actions as Company
                  may reasonably request in order to perfect and enforce any and
                  all of its rights in such Inventions. In particular, Agency
                  shall assign to Company all of Agency's right, title and
                  interest in and to each such Invention. All costs and expenses
                  for perfecting and enforcing its rights in such Inventions
                  shall be born by Company.

3.       AGENCY COMPENSATION

         3.1      Company shall pay Agency professional fees at a blended rate
                  of $130 per hour for work performed by Agency at the request
                  of Company, consistent with the Scope of Work, as revised.
                  This fee shall be paid in monthly payments of $85,861.00, (the
                  "Pro Rata Monthly Fee") with a


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                  quarterly adjustment based upon the quarterly reconciliation
                  described below. In addition, Company shall reimburse Agency
                  for direct out-of-pocket expenses incurred by Agency
                  consistent with Sections 4 and 5 hereof.

         3.2      Before commencing work on any given project, Agency will
                  provide a creative work plan/project description prior to the
                  initiation of new projects for Company approval. Agency shall
                  also submit to Company a cost estimate, including estimated
                  hours necessary for completion, and out-of-pocket expenses,
                  and shall obtain the prior written approval of Company to
                  proceed in accordance with Schedule C. Agency shall not exceed
                  the estimate by 10% for any project without prior written
                  approval by Company.

         3.3      At the beginning of each calendar month, Agency shall submit
                  an invoice to Company for the Pro Rata Monthly Fee. Payment
                  for all invoices is due within thirty (30) days of receipt of
                  original invoice by Company, unless agreed otherwise by both
                  parties. Company will not pay for any services invoiced, or
                  identified in a quarterly reconciliation, more than three (3)
                  months after such services were performed unless prior written
                  notification is provided to Company. The Agency shall
                  reconcile the hours billed by Agency for each calendar quarter
                  to the Pro Rata Monthly Fee and report on the status of the
                  project(s). Agency will provide such quarterly reconciliation,
                  outlining the total hours worked compared to projected hours
                  with the invoices for the last month in each calendar quarter.
                  The variance will be addressed through a credit in dollars to
                  the Company or as an addition in dollars to the Agency. Such
                  credit or addition shall be applied against or added to the
                  next invoice for the Pro Rata Monthly Fee.

         3.4      The total amount to be paid by Company for services rendered
                  during the term of this Agreement and for expenses incurred
                  consistent with Sections 4 and 5 shall not exceed
                  $2,482,660.00 without the prior written consent of Company.

         3.5      Any purchase order issued by Company in connection with this
                  Agreement shall be for payment purposes only, and shall not be
                  deemed a contract document and its terms and conditions shall
                  not apply.

4.       AGENCY REIMBURSEMENT

         4.1      Agency shall provide estimates of direct out of pocket
                  expenses to Company for each project. Unless indicated
                  otherwise in this Section 4, Agency shall invoice Company for
                  direct out of pocket expenses as


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                  follows: (i) 20% of the project expenses as an advance upon
                  approval and start of a project, (ii) an additional 40% of the
                  project expenses as an advance at disk release or the midway
                  point of the project, as agreed to by Company, and (iii) a
                  final invoice upon the completion of the project presenting
                  total actual project expenses, that are no greater than 10% of
                  the original estimate, less any advance payments made by the
                  Company

         4.2      Company shall reimburse Agency for reasonable direct expenses
                  incurred under this Section and Section 5 within thirty (30)
                  days of its receipt of an invoice, including adequate
                  supporting documentation. Itemized expenses will be provided
                  with the final invoice for a project. Such invoice will
                  include only those expenses incurred pursuant to this Section
                  and Section 5 of the Agreement, and shall be a separate
                  invoice from that provided under Section 3. Invoices shall
                  include receipts for all items in the amount of $25.00 or
                  more, and such receipts shall be cross-referenced to the
                  invoice or project.

         4.3      Agency shall take advantage of all payment discounts offered
                  by vendors for the Company's projects. If the advance payments
                  described in Section 4.1 above does not provide the Agency
                  with adequate working capital to take advantage of interim
                  payment discounts offered by vendors or make other advance
                  payments required by vendors, Agency shall request an
                  additional advance payment from Company in order to take
                  advantage of such payment discounts or make other advance
                  payments required by vendors. Company shall be entitled to a
                  credit for any potential payment discounts not taken by
                  Agency, unless Company had instructed Agency in writing not to
                  take advantage of such payment discounts, to the extent such
                  potential discounts individually are equal to or greater than
                  $1,000.

         4.4      Agency shall submit all media and other invoices in adequate
                  time for Company to review such invoices and obtain volume and
                  cash discounts associated with the final invoice for a
                  project. Agency will indicate discount payment terms on
                  invoices to Company. Agency will follow a billing format that
                  is satisfactory to Company. Invoices must be provided to
                  Company no more than 120 days after the date the applicable
                  payment is earned unless prior written approval for delayed
                  billing is authorized by Company. Notwithstanding the
                  foregoing, Agency must provide to Company no later than the
                  first week in December an itemized list of any and all
                  expenses incurred or to be incurred hereunder prior to year
                  end, but not yet billed to Company, in order to obtain
                  reimbursement for such expenses in the following calendar
                  year.

         4.5      Agency shall not share directly or indirectly in the profits
                  of any third party in connection with Agency services
                  hereunder without the prior written consent of Company. Agency
                  shall not "mark up" or take a commission


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                  for any product or service provided for Company, whether it be
                  from a third party or a corporate affiliate. Company shall be
                  entitled to a pro-rata share of any rebates received by Agency
                  from any third parties.


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         4.6      Media

                  If Agency is directed to buy media space or time, costs will
                  be billed to Company at net cost (without mark-up and less all
                  discounts or rebates earned) as follows:

                  a.       Radio, newspaper, television and outdoor and on-line
                           time or space costs will be billed on an estimated
                           basis before the month in which the advertising is to
                           appear. Such invoices will be accompanied by
                           corresponding media schedules.

                  b.       Consumer and trade magazine space will be billed
                           during the month prior to the month in which the
                           advertising is to appear. Such invoices will be
                           accompanied by corresponding media schedules.

                  c.       Agency will adjust the estimated media costs to
                           actual cost and refund any overpayment to Company or
                           bill for additional charges within sixty (60) days of
                           receipt of invoices from publishers and stations.

                  d.       Agency or its designee will inspect and check tear
                           sheets for all print insertions on behalf of Company
                           and maintain a record that each ad has been verified.
                           Publications (newspapers, magazine, trade papers,
                           etc.) containing Company's advertising will be
                           retained in Agency's files for one year after
                           publication, for Company's inspection.

                  e.       Affidavits from audio and television stations will
                           also be retained in Agency's files for one year after
                           the date of the program for Company's inspection.

         4.7      Production

                  a.       Agency will commence work upon receipt of an approved
                           estimate for production costs for marketing
                           communications.

                  b.       Television, audio-visual and videotape production
                           costs will be invoiced to Company as follows: (i)
                           One-third (1/3) of total estimated cost when estimate
                           and contract have been agreed upon by Company, (ii)
                           an additional one-third (1/3) of total estimated cost
                           when filming and or taping is completed, and (iii)
                           the remaining balance of total actual cost when a
                           work print or edited tape of commercial is approved
                           by Company.


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                  c.       Upon receipt of supplier invoices, Agency will submit
                           final adjustment billing as necessary, but in no case
                           later than sixty (60) days after a work print or
                           edited tape of commercial is approved by Company.

         4.8      Materials and Services

                  Postage incurred in shipping, mechanical art, copy and layout
                  will be charged at cost to Company. Postage costs incurred by
                  Agency for direct mail will be paid to Agency prior to each
                  mail date. Company shall not be liable for any portion of
                  overhead costs and/or subscriptions incurred by Agency in the
                  normal course of business, such as, but not limited to,
                  charges associated with basic telephone service and equipment
                  leases.

         4.9      Agency shall exert its reasonable best efforts to obtain for
                  Company the most favorable rates and terms for all items
                  charged to Company, shall obtain multiple bids from third
                  parties for such items, and shall comply with all existing
                  Company guidelines for soliciting bids from third parties for
                  such items. Agency will also consult with Company to determine
                  if there are approved vendors for certain categories of
                  services, and if such approved vendors exist, will utilize
                  Company approved vendors.

5.       REIMBURSEMENT OF TRAVEL AND ENTERTAINMENT COSTS

         Agency shall submit copies of all hotel bills and other reimbursable
         expenses along with the associated charges and receipts. Invoices for
         all reimbursable expenses shall list the dates, company, persons
         visited and business purpose for the expense. Receipts for expenses are
         required for all single expenditures of $25.00 or more. If Agency
         personnel conduct work on behalf of another client during travel
         related to a specific Company project, the number of hours billed to
         Company for such travel shall be reduced by the number of hours spent
         performing work on such other client's behalf. In the event travel
         and/or lodging is related to both a specific Company project and the
         business of another client, the cost of such travel, lodging and
         related expenses shall be pro-rated.

         5.1      Travel. Agency will bear the cost, without charge to Company,
                  of all normal travel expenses (out-of-pocket) of Agency
                  personnel engaged in regular activities, including travel
                  between Agency's offices and Company offices in New Jersey.
                  With the exception of the foregoing, Company will reimburse
                  Agency for the actual cost of travel expenses incurred by
                  Agency personnel when traveling at Company's request or
                  working on tight deadlines necessitating late nights (after 8
                  pm) which require Agency


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                  to provide safe transportation within the Agency's policy
                  (Taxi service within NYC or to nearest suburban train
                  station).

         5.2      Airline Travel. Air travel, when requested by Company, will be
                  reimbursed by the Company. All air travel must be directly
                  related to a specific Company project. Agency shall utilize
                  the lowest available coach class airfare. The ticket stub or
                  e-ticket receipt and boarding pass must be presented with the
                  billing invoice.

         5.3      Taxi, bus, rail or car rental. Taxi, bus, rail and car rental
                  expenses along with associated receipts for tolls and parking
                  will be reimbursed by the Company. Reimbursement for car
                  rentals will be made upon presentation of a car rental
                  agreement/receipt. Car rentals must be contracted at the
                  lowest available rate and in the compact/subcompact category
                  where possible, unless special requirements dictate otherwise,
                  in which case prior Company approval is required.

         5.4      Lodging. Agency should use reasonable discretion in regards to
                  hotel selection and hotel rates. Agency shall only invoice
                  hotel expenses that are directly related to the work performed
                  under this Agreement.

         5.5      Meals and Entertainment. Working meals with Company employees
                  during normal business hours will be reimbursed by Company.
                  Billing should include names of all attendees and the subject
                  matter discussed. Meals with Company employees during
                  non-business hours will not be reimbursed. All other
                  entertainment expenses such as theater tickets etc. are
                  non-reimbursable, unless authorized in writing by a Vice
                  President of Company.

         5.6      Travel Time. The Company will be charged for travel time at
                  the lower of actual time spent traveling or five hours per day
                  when airline or long-distance (Amtrak) train is used or two
                  hours per day when car or local transportation is used, unless
                  prior written approval by Company is obtained by Agency.

         5.7      All reimbursement for travel costs will be governed by
                  Schedule E Company Corporate TRAVEL GUIDELINES.

6.       CHANGES OR SUSPENSION OF WORK

         6.1      Company may, during progress of any work hereunder, by written
                  or oral order to Agency, require additions, modifications,
                  suspension or termination of such assigned work. However, any
                  such oral orders shall


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                  be confirmed in writing as soon as reasonably possible by
                  Agency or Company.

         6.2      Company reserves the right, in its sole discretion, to modify,
                  reject, cancel or stop any and all projects, plans, schedules
                  or work in progress. Company will make every effort to provide
                  Agency with reasonable notice for substantial increases or
                  reductions in assigned work. In such event, Agency shall
                  immediately take all necessary action to execute Company's
                  instructions. Provided Agency proceeds in full accordance with
                  Company's instructions, Company will assume liability and make
                  payment for all non-cancelable commitments and will pay Agency
                  for charges incurred for canceled or changed work up to the
                  date of notice of cancellation or change. The provisions of
                  this Section shall not be construed as committing either party
                  to breach any lawful contractual commitments to media.

7.       ADDITIONAL CHARGES FOR UNSCHEDULED SERVICES

         There will be no compensation under this Agreement for (i) preparation
         of any estimates or (ii) work done in connection therewith, in the
         event Agency prepares a bid or proposal for Company regardless of
         whether Agency's bid or proposal is accepted by Company.

8.       TEMPORARY/FREE-LANCE HELP

         8.1      If administrative personnel are hired through a temporary
                  employment service, they are employees of the employment
                  service. As such, their costs should be a direct out of pocket
                  expense charged to the Company without markup.

         8.2      Professional Free-lancers and independent contractors who are
                  hired by the Agency will track and report their hours in
                  accordance with this Section 3 of this agreement and have
                  their hours included and accounted for in the quarterly fee
                  reconciliation. Such independent contractors will not be
                  charged as an additional out-of-pocket expense.

9.       TERM AND TERMINATION

         9.1      This Agreement is effective as of October 1, 2001, and shall
                  continue through December 31, 2002 unless terminated by
                  Company, with or without cause, upon the giving of sixty (60)
                  days written notice to Agency.


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<PAGE>

         9.2      Upon receipt of the termination notice (the "Notice Date"),
                  Agency, at the request of and as specified by Company, shall
                  cancel all cancelable contracts and commitments entered into
                  by Agency on behalf of Company during the term of this
                  Agreement. As of the termination date, Agency shall assign to
                  Company or its designated agents non-cancelable contracts and
                  work in progress previously approved by Company. With respect
                  to such contracts and work in progress, Company shall make all
                  payments to which Agency is entitled under this Agreement
                  through the termination date.

         9.3      After the Notice Date, Company will pay Agency the lesser of
                  (i) two Pro Rata Monthly Fee payments or (ii) the difference
                  between the amount specified in Section 3.4 and the total of
                  all invoices charged or chargeable to the Company through the
                  Notice Date. Agency shall perform only those services and
                  incur only those expenses and charges that are specifically
                  requested by Company or required under this Agreement, after
                  the Notice Date. All reconciliation's required under this
                  Agreement will apply to periods through the Notice Date and no
                  such reconciliation's will be required for periods after the
                  Notice Date.

         9.4      In the event there is any credit due to Company hereunder,
                  Agency shall promptly reimburse Company for such credit within
                  thirty (30) days of the termination date.

         9.5      Following the termination of this Agreement, to the extent
                  that either Agency or Company has ownership rights, Agency
                  shall transfer to Company in the format prescribed by Company,
                  and Company shall be entitled to use, without further
                  obligation, all plans, ideas, sketches, copy, layouts,
                  commercial material, films, and the like submitted to Company
                  by Agency. Agency shall also promptly return all Company
                  property and documents in its possession.

         9.6      The obligations of the parties contained in Sections 2.4, 2.6,
                  2.7, 2.8, 2.9, 2.10, 2.11, 2.12, 9.4, 9.5, 10.1, 12, 16.4, and
                  16.5 hereof shall survive any expiration or termination of
                  this Agreement.

10.      INDEMNIFICATION AND INSURANCE

         10.1     Agency agrees to indemnify Company for, and to hold Company
                  harmless from, any damage claims, including attorneys' fees
                  and costs of suit, asserted against Company resulting from (i)
                  any breach by Agency of the representations and warranties
                  contained in Sections 2.5 and 2.6 and/or (ii) the negligent or
                  willful actions of Agency, which affect the rights or property
                  of any third party, including, but not limited to, claims
                  involving


                                       15
<PAGE>

                  copyright infringement, false or misleading statements,
                  violations of personal rights of privacy, misappropriation of
                  ideas or rights, and literary piracy or plagiarism. Agency,
                  prior to the settlement of any such claims at its own expense,
                  agrees to obtain Company's prior written approval of such
                  settlement, which shall not be unreasonably withheld.

         10.2     Company agrees to similarly indemnify and hold Agency harmless
                  with respect to, any advertising or promotion materials and
                  commercial data or material relating to the Company or
                  Product, including claims about the Product, furnished to
                  Agency by the Company specifically for inclusion or to be
                  incorporated into any advertisements or marketing or
                  promotional materials produced by Agency, as a result of which
                  claims or suits involving deceptive advertising, unfair
                  competition or product disparagement are made against Agency.
                  Company further agrees to indemnify and hold Agency harmless
                  with respect to claims related to the use or consumption of
                  Company's products in market testing or general public usage.

         10.3     Notwithstanding any other provisions of this Agreement, Agency
                  shall procure and obtain during any term of this Agreement
                  insurance in a form and with a carrier satisfactory to Company
                  as follows:

                  (a)      Worker's Compensation including Occupational Disease
                           and Employer's Liability Insurance covering all of
                           Agency's employees engaged in the performance of this
                           Agreement.

                  (b)      Commercial General Liability including personal
                           injury and broad form contractual coverages. The
                           Limit of Liability should be not less than
                           $10,000,000 combined single limits. The Certificate
                           of Insurance shall provide that Company is an
                           additional insured, and shall also provide that
                           Company is to be notified of a cancellation or
                           material change in the coverage afforded not less
                           than thirty (30) days prior to such cancellation or
                           change.

                  (c)      Advertising Agency Professional Liability Insurance
                           in an amount of not less than $10,000,000. The
                           Certificate of Insurance shall provide that Company
                           is an additional insured, and shall also provide that
                           Company is to be notified of a cancellation or
                           material change in the coverage afforded not less
                           than thirty (30) days prior to such cancellation or
                           change.

                  (d)      Certificates of the above insurance must be filed
                           with Company by Agency within ten (10) days after
                           execution of this Agreement.


                                       16
<PAGE>

                           Certificates shall provide at least thirty (30) days
                           prior notice of cancellation or non-renewal of
                           coverage.

11.      AUTHORIZED PERSONNEL

         Agency may rely on authorized employees per Schedule C or agents
         designated in writing by Company to approve with signature or initials
         any media placement, advertising copy, graphic, product, marketing
         programs and any activity necessary for completion of any project
         assigned to Agency.

12.      AUDIT AND ACCOUNTING

         12.1     Company's Right to Review Agency's Books

                  During the term of this Agreement and one year thereafter,
                  Company or an audit firm engaged by Company shall have the
                  right upon ten (10) business days notice, to review Agency's
                  books, records, systems, processes and accounting practices as
                  they pertain to services rendered to Company. Agency shall
                  maintain complete records including individual time-keeping
                  cards, the cost of all materials and services purchased and
                  work subcontracted to other parties, requests for proposal and
                  bids. Such records shall be maintained under good internal
                  control practices, in accordance with GAAP and in such a
                  manner as may be readily audited. Such records, including all
                  supporting documents, shall be available at Agency's premises.

         12.2     Changes in the Agency's Cost Accounting

                  Agency will not change its cost accounting system, policies or
                  practices during the term of this Agreement unless ninety (90)
                  days written notice is provided to Company. Such notice should
                  describe in adequate detail the nature of changes proposed and
                  the impact, if any, to Company. The Company will not be
                  invoiced or charged in any way for added costs resulting from
                  any change in Agency's cost accounting system without
                  Company's prior written approval.

13.      ASSIGNMENT

         This Agreement may be assigned by Company as part of the sale of
         substantially all of its business, or may be assigned by Company to a
         company controlled by it, or controlling it, or under common control
         with it. Agency agrees


                                       17
<PAGE>

         that if this Agreement is assigned to any such company, all the terms
         and conditions of this Agreement shall remain between such other
         company and itself with the same force and effect as if said Agreement
         had been with such other company in the first instance. This Agreement
         is deemed personal to Agency, and Agency shall therefore have no right
         or authority to assign this Agreement or any portion thereof or
         otherwise delegate its performance under this Agreement.


                                       18
<PAGE>

14.      NOTICES

         Any formal notices permitted or required hereunder shall be in writing
         and shall be deemed to have been given on the date of delivery if
         delivered, or on the date of receipt, if mailed by registered mail,
         postage prepaid, at the respective addresses below or at such other
         address as either party hereto may designate by notice pursuant hereto.

         All notices forwarded to Company shall be sent as follows:

                  Ms. Kathleen Milligan,
                  Vice President, Marketing
                  Endeavor Pharmaceuticals, Inc.
                  8 Campus Drive, 3rd Floor
                  Parsippany, NJ 07054
                  Telephone (973) 683-0070
                  Facsimile (973) 683-0075

          With a copy to:

                  Mr. Stephen F. Rizzo
                  Vice President and Chief Financial Officer.
                  Endeavor Pharmaceuticals, Inc.
                  Racine Drive, Suite 202
                  Wilmington, NC 28403
                  Telephone (910) 790-9811
                  Facsimile (910) 790-9041

         All notices forwarded to Agency shall be sent to:

                  Ms. Charlene Prounis
                  Managing Partner
                  Accel Healthcare Communications
                  30 Irving Place
                  New York, NY 10003
                  Telephone (646) 602-6904
                  Facsimile (646) 602-6901

15.      COMPANY BUSINESS PRACTICES

         Agency recognizes that it is Company's policy to comply with all
         applicable laws, regulations, permits and consent orders and to act in
         a proper and ethical manner. Accordingly, in connection with the
         services provided hereunder for


                                       19
<PAGE>

         Company, Agency agrees to comply with all applicable laws, regulations,
         permits and consent orders. The Company may terminate this Agreement
         immediately, without penalty or payment contemplated by Section 9.3, in
         the event that Agency breaches the terms of this Section.

16.      MISCELLANEOUS PROVISIONS

         16.1     The waiver of any breach of this Agreement by either party
                  shall not constitute a waiver as to any future breach. This
                  Agreement embodies the entire agreement of the parties hereto
                  with respect to the subject matter hereof and supersedes any
                  and all previous agreements, oral or written, between Agency
                  and Company. This Agreement and any Schedules attached hereto
                  may not be modified or changed except in writing signed by
                  both parties. In the event of any inconsistency between the
                  Agreement and any attachment hereto, the terms of the
                  Agreement shall prevail.

         16.2     Neither party shall be liable for the failure to perform its
                  obligations under this Agreement if such failure is occasioned
                  by a contingency beyond such party's reasonable control,
                  including, but not limited to, strikes or other labor
                  disturbances, lockouts, riots, wars, terrorist attacks, fires,
                  earthquakes, floods or storms. A party claiming a right to
                  excused performance under this Section shall immediately
                  notify the other party in writing of the extent of its
                  inability to perform, which notice shall specify the
                  occurrence beyond its reasonable control that prevents such
                  performance.

         16.3     In the event of the merger of Agency into or with any other
                  entity, or the acquisition of Agency or its assets by any
                  entity, or the insolvency or bankruptcy, or the reorganization
                  or recapitalization which results in a change in the
                  controlling parties of Agency, or its making a general
                  assignment for the benefit of creditors, this Agreement may be
                  terminated forthwith in whole or in part in the sole and
                  absolute discretion of Company without liability or payment
                  contemplated by Section 9.3 attaching to Company as a result
                  thereof.

         16.4     This Agreement shall be governed by the laws of the State of
                  North Carolina as if made in and to be performed in North
                  Carolina, without regard to its choice of law principles.

         16.5     Agency agrees that Company and any of Company's affiliated
                  companies or assignees may use any of the materials produced
                  under this Agreement by Agency.


                                       20
<PAGE>

         16.6     The Section headings of this Agreement are merely for the
                  convenience of the parties and are not to be construed as
                  modifying or changing the obligations or conditions expressed
                  in this Agreement.

         16.7     Debarment.

                  (a)      Agency hereby certifies that it has not been debarred
                           under the provisions of the Generic Drug Enforcement
                           Act of 1992, 21 U.S.C. Sec. 335a(a) and (b). In the
                           event that during the term of this Agreement Agency
                           (i) becomes debarred; or (ii) receives notice of an
                           action or threat of an action with respect to its
                           debarment, Agency agrees to immediately notify
                           Company. Agency also agrees that in the event that it
                           becomes debarred it shall immediately cease all
                           activities relating to this Agreement.

                  (b)      In the event that Agency becomes debarred, this
                           Agreement shall automatically terminate, without any
                           further action or notice by either party. In the
                           event that Company receives notice from Agency or
                           otherwise becomes aware that (i) a debarment action
                           has been brought against Agency; or (ii) Agency has
                           been threatened with a debarment action, then Company
                           shall have the right to terminate this Agreement
                           immediately without further liability, including any
                           payment contemplated by Section 9.3, to Company.

                  (c)      Agency hereby certifies that it has not and will not
                           use in any capacity the services of any individual,
                           corporation, partnership or association which has
                           been debarred under 21 U.S.C. Sec. 335a(a) or (b). In
                           the event that Agency becomes aware of the debarment
                           or threatened debarment of any individual,
                           corporation, partnership or association providing
                           services to Agency which directly or indirectly
                           relate to the activities under this Agreement, Agency
                           shall notify Company immediately. Upon the receipt of
                           such notice by Company or if Company otherwise
                           becomes aware of such debarment or threatened
                           debarment, Company shall have the right to terminate
                           this Agreement immediately without further liability,
                           including any payment contemplated by Section 9.3, to
                           Company.

                     (This space intentionally left blank.)


                                       21
<PAGE>

         IN WITNESS WHEREOF, the parties by their duly authorized
representatives have caused this Agreement to be executed as of the respective
date written above.

Accel Healthcare Communications, LLC.       Endeavor Pharmaceuticals, Inc.



By:                                         By:
   ---------------------------------           ---------------------------------

Name:                                       R. Forrest Waldon
     -------------------------------

Title:                                      President and Chief Executive
      ------------------------------        Officer


                                       22
<PAGE>


                                   SCHEDULE A

                              AGENCY SCOPE OF WORK



EXHIBIT 1 provides 2002 detail and Agreement totals

EXHIBIT 2 provides 2001 detail


                                       23


<PAGE>
                          ADVERTISING AGENCY AGREEMENT
                            SCHEDULE A -- EXHIBIT 1
                             Scope of Work -- 2002

<TABLE>
<CAPTION>
                                                                       FEE                               PRINTING AND
PROJECT                                                   HOURS    (HRS X $130)    OOPS     ADDITIONAL    PRODUCTION    OTHER COSTS
<S>                                                       <C>      <C>            <C>       <C>          <C>            <C>
Strategic Planning/General (50 hours/month)                600       $ 78,000     $ 12,000                 $    --       $     --
DDMAC Material Preparation                                 200         26,000       20,000
Enjuvia Logo Development                                   200         26,000       20,000
Enjuvia Message Development                                200         26,000        5,000
Media Planning and Maintenance                             250         32,500        3,000
General and Administration (25 hours/month)                300         39,000        6,000
Travel and Expenses                                                                 25,000

CONCEPT DEVELOPMENT

Positioning/Creative Development                           400         52,000       50,000      25,000
Market Research Concept Testing                            300         39,000       20,000
Package Insert                                              50          6,500        5,000

JOURNAL AD

Launch Ad + Brief Summary                                  225         29,250       25,000

CORPORATE PROMOTION                                                        --

Creative Development                                       150         19,500       45,000      29,750
Corporate Panel                                            150         19,500       22,000      10,000       1,500
Corporate Brochure (100,000)                               175         22,750       25,000      10,000      45,000

DIRECT SELLING MATERIAL                                                    --

Sales Aid (2500)                                           450         58,500       45,000
File Card (30,000)                                         200         26,000       20,000
Annotated Sales Aid (1000)                                 200         26,000       10,000
Patient Brochure (500,000)                                 200         26,000       45,000      15,000
Patient Brochure on Menopause (1,000,000)                  200         26,000       30,000      10,000
Dosing Card (30,000)                                       150         19,500        7,500
Reprint Carriers x 2 (60,000)                              300         39,000       15,000
Waiting Room Display (30,000)                              200         26,000       15,000
PharmAlert (solo mailing)                                  100         13,000       10,000       5,000
Telephone Message Pads (100,000)                            50          6,500        5,000
Wholesaler Stocking Package                                150         19,500       20,000       7,500
Pharmacy Sell Sheet (100,000)                              100         13,000       10,000
Product Monograph (30,000)                                 400         52,000       45,000      15,000
Sample Closet Shelf Talker                                 225         29,250       20,000
Claims Support Document                                    100         13,000        5,000
Sample Packet Design                                       200         26,000       15,000      10,000
Trade Label                                                100         13,000        5,000

Formulary Kit (10,000)                                     300         39,000       40,000      20,000      12,000
Strategy Development                                       100         13,000        5,000

DIRECT-TO-PATIENT

Concept Development                                        300         39,000       50,000      30,000
Market Research (preparation and attendance)               150         19,500       20,000       5,000
Direct Mail or Pharmacy Package                            235         30,550       20,000

DIRECT MAIL

Mediscripts                                                 75          9,750        5,000
Announcement Mailer Med/Pharm Alert (2)
(1 solo; 1 co-op)                                          150         19,500        8,000                 80,000

OPPORTUNISTIC SPENDING (PRODUCT AND PROGRAM OUTCOMES)      500         65,000      250,000

    NEW PROGRAMS (TBD)                                     707         91,910
                                                           ----------------------------------------------------------------------
TOTAL 2002 BUDGET                                         9042    $ 1,175,460  $ 1,003,500   $ 192,250   $ 138,500       $    --
TOTAL 2001 BUDGET (EXHIBIT 1)                              865        112,450       52,750
                                                                  ------------------------------------------------
GRAND TOTALS                                              9907    $ 1,287,910  $ 1,056,250   $ 192,250   $ 138,500
                                                                  ===========                =====================
PRINTING AND PRODUCTION TOTAL                                                  $   138,500
                                                                               -----------
SUM OF OOPS/PRINTING/PRODUCTION                                                $ 1,194,750
                                                                               ===========

TOTAL FEES                                                        $ 1,287,910
TOTAL OPPS/PRINTING/PRODUCTION                                      1,194,750
                                                                  -----------
SUM OF FEES AND OOPS/PRINTING/PRODUCTION                          $ 2,482,660
                                                                  ===========
</TABLE>

Note: OOP grand total for '02 is $1,056,250 which is inclusive of the additional
$192,250

                                      21-1


<PAGE>
                          ADVERTISING AGENCY AGREEMENT
                             SCHEDULE A - EXHIBIT 2
                              Scope of Work - 2001

<TABLE>
<CAPTION>
                                                                                                      PRINTING
                                                   PROJECTED     FEE       DEVELOPMENT                   AND           OTHER
PROJECT                                              HOURS   (HRS X $130)     OOPS       ADDITIONAL   PRODUCTION       COSTS
                                                                                                                     ITEM  AMOUNT
<S>                                                   <C>    <C>           <C>           <C>           <C>           <C>
Strategic Planning/General (50 hours/month)           150    $   19,500    $       --    $       --    $       --    $       --
Name Development                                       25         3,250            --
General and Administration (25 hours/month)            75         9,750           500
Travel and Expenses                                    --                      25,000
Landscape Research (preparation and attendance)       125        16,250
Brand Research (preparation and attendance)           200        26,000           500
CORPORATE PROMOTION                                                  --
Internal Message Discovery                             10         1,300            --
Competitive Messages                                   25         3,250           250
Questionnaire/Summary/Brand Workshop (2)               50         6,500         1,500
Market Research (preparation and attendance) (2)       80        10,400         5,000
Positioning/Tag lines/Message Development              50         6,500            --
Logo Development                                       75         9,750        20,000        10,000
                                                      ---------------------------------------------------------------------------
TOTAL BUDGET                                          865    $  112,450    $   52,750    $   10,000    $       --    $       --
                                                      ===========================================================================
</TABLE>


                                      21-2


<PAGE>


                                   SCHEDULE B


                              AGENCY STAFFING PLAN



ACCEL STAFFING PLAN - 2001 AND 2002

<TABLE>
<S>                                                                        <C>
                                                                              %
Partner, Advertising (Charlene Prounis)                                     25
Partner (James Pelletier, Co-Chief Creative Officer)                        25
Group Account Supervisor (Michael Banner)                                   70
Account Executive (TBD)                                                    100
Assistant Account Executive                                                 25
Creative Director, Art (Maria Casini)                                       25
Art Director (Adam Cohen)                                                  100
Copywriter (Sal Diana)                                                     100
Traffic/WP/Editorial/Support                                                70

                                                                         Hours
Total  hours = 5.4 FTE x 1,820 hours/employee                            9,907
</TABLE>


Time charges for highly skilled creative artists are not contemplated above and
will be invoiced to Company as out of pocket expenses. Agency shall provide an
estimate of such expenses and obtain Company approval prior to incurring any
such expenses.

100% of employee time is equal to 1,800 hours. This includes vacation, holidays,
summer Fridays and training days.


                                       24



<PAGE>





                                   SCHEDULE C


                          COMPANY AUTHORIZED EMPLOYEES


FORREST WALDON, PRESIDENT & CEO

         -      Responsible for the strategic direction of the Company

         -      Will sign off on expenditures greater than $300,000.

KATHLEEN MILLIGAN, VICE PRESIDENT, MARKETING & SALES

         -      Responsible for overseeing the strategic direction of the
                Company and its brands.

         -      Will sign off on Scope of Work.

         -      Will sign off on selected creative work plans/project
                descriptions, media plans, marketing materials and estimates.

         -      Will sign off on expenditures up to $300.000.

LUCY HUTCHISON, SENIOR DIRECTOR, MARKETING

         -      Responsible for strategic direction of the Company and its
                brands.

         -      Responsible for overseeing day-to-day strategy and tactical
                execution of programs developed with Agency.

         -      Will sign off on Scope of Work.

         -      Will sign off on creative work plans/project descriptions, media
                plans, marketing materials and estimates.

         -      Will sign off on expenditures up to $100,000.

DAVID TEMPLETON, PRODUCT DIRECTOR

         -      Responsible for the day-to-day strategy and tactical execution
                of programs developed with Agency.

         -      Will act as primary "day-to-day" contact.

         -      Will sign off on creative work plans/project descriptions, media
                plans, marketing materials and estimates.

         -      Responsible for internal budget tracking of agency fees and
                OOPs.

         -      Will sign off on expenditures up to $10,000.


Any amendments to the Agreement, other than changes and adjustments to project
scope that do not result in an overall increase in Company liability, will
require the prior


                                       25

<PAGE>


approval of either R. Forrest Waldon or Stephen F. Rizzo, Vice President and
Chief Financial Officer.


                                       26


<PAGE>


                                   SCHEDULE D


                                    NOT USED


                                       27



<PAGE>



                                   SCHEDULE E

                       COMPANY CORPORATE TRAVEL GUIDELINES

Agency is responsible to ensure that each Agency Employee complies fully with
this guideline. Although this guideline does mention Agency Employees, the
purpose of this guideline is to determine how Company will reimburse Agency for
its expenses.

I.       Responsibility and Enforcement

Company will not reimburse Agency Employees or even review individual expense
reports, but rather only Agency invoices containing information on expenses
incurred. Company may see supporting documentation if requested for any expenses
it is being requested to reimburse.

The appropriate Company contact or their designees are responsible for reviewing
invoices for accuracy, ensuring compliance with travel expenses and guidelines
outlined in this agreement, and providing guidance regarding reasonable business
expenditures.

The Company will reimburse Agency for all reasonable and necessary expenses, as
more fully delineated in this agreement, while traveling or performing
authorized Company business.

The Company will not reimburse expenses that are not in compliance with this
agreement and travel guidelines, unless an exception authorization is obtained
in advance in writing. (see Section V. Policy Deviations).

Agency Employees who do not comply with travel expenses outlined in this
agreement may subject Agency invoices to delay or withholding of reimbursements.
Any falsification or misrepresentation of names, events, amounts or other
explanations, whether for personal gain or to deceive the person approving any
expense report or for any other reason , is prohibited and considered a serious
disciplinary offense which may subject the Agency to serious consequences, up to
and including termination.

II.      Travel - Guidelines


         A.       Air and Rail Travel

         Agency Employees purchasing tickets for travel on business for the
Company must purchase the most economical airline tickets or business class rail
accommodations.


                                       28

<PAGE>


         The exchange of tickets at airline counters or at other travel agencies
for cash or other personal gain is prohibited.


         B.       Lowest Airfare Definition

         Individuals should be booked using the lowest coach class airfares
available and consistent with business needs. These fares are determined based
on the following parameters.

                  -        specially negotiated fares;

                  -        nonrefundable fares when changes are not expected;
                           and

                  -        Saturday night stay over

         Full fare tickets may be issued for trips, which require frequent
changes, however, approval by Company is required.

         An Agency Employee cannot decline an airline or hotel accommodation
because of preferred frequent flyer programs or other incentives for the Agency
Employee's benefit.

         C.       Domestic Travel

         Domestic travel is defined as travel to any of the 50 United States,
Canada, Puerto Rico, or the Virgin Islands.

         All domestic air travel must be in coach class, except when medically
restricted. Agency Employees should make every effort to book the most direct,
economical carrier consistent with business needs.

         D.       International Travel

         International travel covers all travel other than that previously
described as domestic.

         Any International travel must have prior written authorization from the
Company Vice President of Sales & Marketing.

         E.       Flight Insurance

         Individual flight insurance is not reimbursable.


                                       29


<PAGE>



         F.       Denied Boarding Compensation

         Airlines occasionally offer free tickets or cash allowances to
compensate individuals for delays or inconveniences due to overbooking, flight
cancellations, or changes of equipment. Agency Employees must not volunteer for
denied boarding compensation when on Company business and on Company time.

         G.       Lost Baggage

         The airlines have the ultimate responsibility for retrieving and
compensating for lost baggage. Company will not reimburse Agency Employees for
personal items lost while traveling on business. Company encourages the
following steps to be taken to minimize losses:

         -        carry valuables on board the aircraft;

         -        carry important or confidential documents on board the
                  aircraft; and

         -        tag luggage with name, business address, and phone number

         Losses not covered by the airlines should be pursued with Agency
insurance coverage or the Agency Employee's homeowner's or renter's insurance.
Company has no responsibility or liability for loss items

         H.       Bonus Award Programs

         Agency Employees who participate in bonus award or frequent flyer
programs may retain for personal credit any bonus awards they receive from
business travel, as long as the Agency Employee's accommodations or reservations
are made in accordance with this policy. Fees required for participation are not
reimbursable as a business expense. Travelers cannot refuse an accommodation,
airline carrier, or other authorized vendor because of the loss of bonus credits
or program points.

III.     Reimbursement of Travel/Business Expenses

         In the course of business, certain expenses are incurred by the Agency
Employees which can be categorized as reimbursable. The determination of
reimbursable expenses relies partially on the tax deductibility of those
expenses, as specified in the IRS regulations. Company also realizes that the
nature and amount of travel and business related expenditures may vary with the
objectives of each assignment and surrounding circumstances. Managers are
responsible for clearly


                                       30

<PAGE>

communicating the travel and reimbursement policy to all Agency Employees and
how it is applied. The Agency is expected to be in full compliance with these
policies and will be held accountable for unauthorized policy deviations.

         All travel and business expenses must be approved by Company before the
expense is incurred.

         All expenses must be reported, supported and approved prior to
reimbursement, and receipts covering such expenses must be included with Agency
invoices.

         A.       Reimbursable expenses

                  The following business expenses are reimbursable:

                  1.       Travel expenses

                           a.       Air and Rail Travel

                                    All arrangements must be made at the lowest
                                    fare available. Ticket stubs or passenger
                                    receipts (in the case of electronic
                                    ticketing) and the itinerary are to be
                                    attached to the Agency Invoice.

                           b.       Limousine Service

                                    A receipt must be included from the driver,
                                    and this receipt, along with the itinerary
                                    must be attached to the Agency Invoice.

                           c.       Taxi and Airport Limo/Shuttle Service

                                    The cost of taxis, limos or shuttles to or
                                    from places of business, hotels, airports,
                                    or railroad stations is reimbursable. Agency
                                    Employees should use scheduled bus or
                                    shuttle services to and from airports or
                                    hotels, wherever possible.

                           d.       Vehicle Rental

                                    Vehicle rental expenses are reimbursable
                                    when the vehicle is rented for business use.
                                    Agency Employees should rent a compact car
                                    unless:


                                       31

<PAGE>


                                    -        there are two or more Agency
                                             Employees traveling together;

                                    -        they are escorting customers in the
                                             vehicle; and/or

                                    -        they need a large trunk to carry
                                             business material or exhibit items

                                    The deciding factors for renting a vehicle
                                    should be the location you are traveling to
                                    or from, and the availability of public
                                    transportation, not personal convenience or
                                    anticipated personal use.

                                    Agency Employees should adhere to Agency
                                    policies on whether or not to accept
                                    Collision Damage and Personal Accident
                                    Insurance for vehicles rented for domestic
                                    (or international) travel for business
                                    purposes. Company will not reimburse for
                                    collision damage and personal accident
                                    insurance or waivers or any other type of
                                    insurance or waivers associated with rental
                                    vehicles.

                                    Rental agreements and receipts must be
                                    retained and attached to Agency invoice.
                                    Vehicles should be fueled to capacity before
                                    returning the rental vehicle to the return
                                    station. Retain and submit all receipts for
                                    gas or oil purchases. If the vehicle is not
                                    fueled to capacity, an explanation as to why
                                    should be included.

                                    Express check out slips are not receipts,
                                    however they will be accepted if they are
                                    submitted with the original rental
                                    agreement.

                  2.       Lodging


                           Hotel expenses are reimbursable at a cost, which is
                  usual for the area being visited. A standard single room is
                  normally acceptable, however, deluxe accommodations may be
                  requested if the business need exists, (e.g., a suite if
                  interviewing or local management meetings). Any such upgrades
                  must be approved by Company in writing prior to booking.

                           A detailed hotel receipt must be attached to the
                  Agency invoice. The bill must be marked paid, show a zero
                  balance, or be accompanied


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<PAGE>


                  by a charge card receipt. All categories of charges (e.g.,
                  room rate and tax, phone, room service) must be itemized
                  separately on a daily basis.


                                       33


<PAGE>



                  3.       Meals, Entertainment, and Other Living Expenses

                           a.       Meals

                                    Personal meals are defined as meal expenses
                           incurred by the Agency Employee when dining alone as
                           a result of a Company requested business trip or
                           business function. Meals are reimbursed according to
                           actual and reasonable cost. The cost of meals should
                           include tips and taxes. Receipts must be submitted
                           for any single expense of $25 or more. Charge card
                           receipts are preferred. Restaurant stubs are not
                           accepted. Meals must be itemized separately for
                           breakfast, lunch and dinner.

                           b.       Business Meal Expenses

                                    Business meals are defined as those meals
                           during which a specific Company business discussion
                           takes place. Agency will be reimbursed for business
                           meal expenses according to actual and reasonable
                           costs. Receipts are required for all business meals.
                           The documentation for business meals must include the
                           name(s) of the person(s) being entertained, their
                           business affiliation and title, and the purpose of
                           the business meeting.


                           c.       Documentation and IRS Requirements

                                    The IRS and Company require the following
                           documentation for meals and entertainment:

                           -        an original receipt must be submitted with
                                    the expense report;

                           -        names of the individuals entertained, their
                                    titles, and company affiliation;

                           -        name and location of where the meal or event
                                    took place;

                           -        exact amount and date of the expense;

                           -        specific business topic discussed; and

                           -        in the case of entertainment events, the
                                    time the discussion took place (i.e.,
                                    before, during or after)


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<PAGE>


                           d.       Gratuities

                                    Reasonable tips are reimbursable as
                           determined by level of service and local custom. As a
                           general rule, employees should not tip more than they
                           would on a personal trip. All tips, other than those
                           for meals (e.g., skycap, bellman, or housekeeping)
                           should be reported separately on the expense report.

                                    Lavish or unreasonable gratuities as
                           determined by Company will not be reimbursed.

                           e.       Laundry and Valet Service

                                    Company will not reimburse for any laundry
                           or valet service.

                           f.       Telephone

                                    Business related phone and fax charges are
                           reimbursable. This includes calls to home while
                           traveling on Company business. Good judgment should
                           dictate the need, duration and number of calls.
                           Company expects every individual to use good
                           financial judgment when deciding how the calls should
                           be made (e.g., credit card, cell phone, hotel or long
                           distance).

                           g.       Other Reimbursable Expenses

                                    Agency will be reimbursed for the following
                                    miscellaneous expenses:

                                    -        air freight for Company business
                                             purposes;

                                    -        direct business office expenses
                                             (e.g., copies, faxes);

                                    -        overnight delivery of business
                                             materials;

                                    -        parking when at a location other
                                             than Agency site;

                                    -        seminar fees with prior company
                                             approval


                                    Agency will not be reimbursed for the
                                    following expenses:


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<PAGE>


                                    -        airline club membership dues;

                                    -        baby-sitting;

                                    -        barbers, hairdressers, and any
                                             other personal service;

                                    -        clothing;

                                    -        dry cleaning;

                                    -        charge card delinquency fees;

                                    -        commuting expenses between
                                             employees' residence and place of
                                             work, even if working overtime or
                                             scheduled day off;

                                    -        country club dues;

                                    -        excess baggage charges (unless it
                                             is business materials);

                                    -        expenses not supported by a voucher
                                             or receipt without adequate
                                             explanation;

                                    -        flight insurance;

                                    -        flowers, fruit baskets, cakes, etc.
                                             to fellow employee or their
                                             relative, when they are ill, have a
                                             birthday, have a baby, death in
                                             family, etc.;

                                    -        golf fees;

                                    -        gum, candy, cigarettes or
                                             toiletries;

                                    -        health club facility fees, saunas,
                                             massages;

                                    -        in flight telephone charges;

                                    -        loss or theft of personal property
                                             or funds;

                                    -        lost baggage;


                                       36

<PAGE>


                                    -        magazines, books, newspapers;

                                    -        mini bar refreshments and/or
                                             snacks;

                                    -        movies (including in flight and
                                             hotel in house movies);

                                    -        no show charges for hotel or car
                                             service;

                                    -        parking or traffic tickets;

                                    -        personal accident insurance;

                                    -        personal entertainment;

                                    -        pet care;

                                    -        post cards;

                                    -        rental car upgrades;

                                    -        shoeshine;

                                    -        souvenirs/personal gifts;

                                    -        travel companions' traveling costs

                                             Agency overhead costs

                           h.       Miscellaneous Expenses

                                    Any miscellaneous expense not mentioned
                                    above should be approved, prior to incurring
                                    the expense, by the Company. A clear
                                    explanation of the business purpose must be
                                    attached to the receipt or the IRS will
                                    disallow the deduction.

         4.       Expense Reporting

                  a.       Timing and submission

                           Agency Employees should include expense reimbursement
                           reports with each invoice to Company for the expense.

                                       37

<PAGE>


                  b.       Approval Process

                           Expense reports submitted to Company for
                           reimbursement will be reviewed (for reasonableness
                           and policy compliance).

                           All expense reports are subject to audit for such
                           things as:

                           -        accuracy;

                           -        approval signatures;

                           -        business purpose;

                           -        supporting documentation and receipts; and

                           -        policy compliance



                  c.       Documentation

                           All Agency or Agency Employee expenses must have the
                           following information in order to be reimbursed for
                           expenditures:

                           -        business purpose;

                           -        names of individuals present, their titles,
                                    and Company name;

                           -        name and location of where meal or event
                                    took place;

                           -        exact amount and date of each expense; and

                           -        in the case of entertainment events, when
                                    the business discussion took place

                           The following documentation must be supplied:

                           -        air/rail - original passenger coupon plus
                                    itinerary;

                           -        hotel - hotel folio plus charge card
                                    receipt;


                                       38

<PAGE>


                           -        vehicle rental - vehicle rental agreement,
                                    charge card receipt, or express check out
                                    form;

                           -        meals/entertainment - (expenses of $25 or
                                    more) charge card receipt or cash register
                                    receipt (no tear off stubs); and

                           -        other expenses - (of $25 or more) original
                                    charge card or cash register receipts.

                           Original receipts must be submitted whenever
                           possible. Photocopies will be accepted only with a
                           detailed explanation as to why the original is not
                           available.

IV.      Other

         A.       Group and Meeting Travel

                  Any assemblage of 10 or more people, Agency Employee and/or
                  Company, to a common destination for a common purpose is
                  considered a group. Every effort should be made to negotiate
                  group discounts on such trips. This includes negotiating and
                  contracting for guest rooms, meeting space, audio visual
                  equipment, food functions, ground and air transportation,
                  discounts, commissions and extra amenities, as well as
                  auditing and processing all invoices.

V.       Policy Deviations

         Except where otherwise specified above, any deviations from this policy
         must be reviewed and approved by the appropriate Company Vice President
         or Marketing Director.


                                       39


<PAGE>


                                   Schedule F
                        CONFIDENTIAL DISCLOSURE AGREEMENT

                     (Insert copy of CDA in final agreement)


                                       40


<PAGE>

                        CONFIDENTIAL DISCLOSURE AGREEMENT

This Confidential Disclosure Agreement (hereinafter "Agreement') is made this
23rd day of July, 2001 by and between Endeavor Pharmaceuticals, Inc., a Delaware
corporation, located at 127 Racine Drive, Wilmington, North Carolina
28403.(hereinafter "Endeavor"), and Accel Healthcare Communications, LLC., a
Delaware limited liability company located at 25 West 43rd Street, New York, NY
10036 (hereinafter "Accel").

                                   WITNESSETH

         WHEREAS, Endeavor proposes to disclose certain proprietary and
confidential information ("CONFIDENTIAL INFORMATION") to Accel as more fully
defined below;

         WHEREAS, said CONFIDENTIAL INFORMATION is being disclosed for the sole
and limited purpose of Accel performing certain services for and on behalf of
Endeavor;

         WHEREAS, Accel has agreed to keep said CONFIDENTIAL INFORMATION secret
and confidential during the term of this Agreement and to make no use of it
whatsoever except as expressly authorized by Endeavor in writing.

         NOW THEREFORE, in consideration of the disclosure of CONFIDENTIAL
INFORMATION to be provided pursuant to this Agreement and in consideration of
the covenants set forth hereinafter, and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties hereto do agree as follows;

         1.       CONFIDENTIAL INFORMATION shall mean information relating to,
without limitation, inventions, trade secrets, know-how, processes, methods of
use, methodologies, analytical procedures, clinical procedures, clinical
protocols, clinical results, compositions of matter, formulations, experimental
results, raw material sources, patent applications, business plans, financial
models, and/or marketing strategies whether written, electronic, graphic, oral,
or physical samples and specimens, furnished or disclosed by Endeavor directly
or indirectly to Accel with the exception only of the following:

         a)       information that is now in the public domain or subsequently
                  enters the public domain without fault on the part of Accel;

         b)       information that is presently known to Accel from its own
                  sources which Accel can demonstrate by written records; or

         c)       information Accel lawfully receives from any third party not
                  under any obligation to keep such information confidential.

         2.       Accel agrees not to use CONFIDENTIAL INFORMATION for any
purpose other than for Accel to perform certain services for and on behalf of
Endeavor.


<PAGE>

         3.       Accel agrees that it will maintain in confidence all
CONFIDENTIAL INFORMATION. In this regard, Accel agrees to disclose CONFIDENTIAL
INFORMATION only to those of its officers and employees who are directly,
concerned with the use and evaluation of the CONFIDENTIAL INFORMATION for the
purpose specified above, and it shall take all necessary and reasonable
precautions to prevent such CONFIDENTIAL INFORMATION from being disclosed to an
unauthorized person, firm, or company. Prior to disclosing CONFIDENTIAL
INFORMATION to its officers and employees, Accel shall advise said officers and
employees of the confidential nature thereof, and shall take all necessary and
reasonable precautions to prevent the unauthorized disclosure of the
CONFIDENTIAL INFORMATION by such officers and employees, including requiring
each such recipient to execute an appropriate Confidential Disclosure Agreement
protecting Endeavor's Confidential Information.

         4.       Accel further acknowledges that any violation of the
provisions hereof may result in irreparable injury to Endeavor for which there
is no adequate remedy at law, and Accel agrees that, in the event of any breach
of the provisions hereof, Endeavor shall be entitled to injunctive relief in
addition to any other remedy at law or in equity which may be available to
Endeavor. The parties hereto also agree that any court proceeding arising out of
a breach of the provisions hereof shall be brought in New Hanover County, North
Carolina, and that the General Court of Justice, New Hanover County, North
Carolina, shall have jurisdiction over any proceedings arising out of a breach
of this Agreement.

         5.       The obligations of Accel set forth in this Agreement shall
continue for a period of seven (7) years from the date of the execution of this
Agreement.

         6.       This Agreement may only be changed by another written
agreement signed by both of the parties hereto.

         7.       This Agreement shall inure to the benefit of and be binding
upon the undersigned parties, their respective legal successors and assigns.

         8.       This Agreement shall be governed and construed in accordance
with the laws of the State of North Carolina, U.S.A.

         9.       This Agreement shall be executed in duplicate originals with
each party retaining one original for its records.

<PAGE>


         IN WITNESS WHEREOF, Endeavor and Accel have each caused this instrument
to be executed in its corporate name by a duly authorized officer.

ACCEL HEALTHCARE COMMUNICATIONS, LLC

By:      /s/ Risa Bernstein
         -----------------------------------
         Risa Bernstein

Title:   President
         -----------------------------------



ENDEAVOR PHARMACEUTICALS, INC.

By:      /s/ Kathleen Milligan
         ---------------------------
         Kathleen Milligan
         Vice President


<PAGE>
INDEX


             1.     Agency Services
             2.     General Terms
             3.     Agency Compensation
             4.     Agency Reimbursement
             5.     Reimbursement Of Travel And Entertainment Costs
             6.     Changes Or Suspension Of Work
             7.     Additional Charges For Unscheduled Services
             8.     Temporary /Free-Lance Help
             9.     Term And Termination
            10      Indemnification And Insurance
            11.     Authorized Personnel
            12.     Audit And Accounting
            13.     Assignment
            14.     Notices
            15.     Company Business Practices
            16.     Miscellaneous Provisions

            Schedule A  Scope of Work
            Schedule B  Agency Staffing Plan
            Schedule C  Company Authorized Employees
            Schedule D  NOT USED
            Schedule E  General Company Corporate Travel Guidelines
            Schedule F  Confidential Disclosure Agreement


                                       41