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                                                                 Exhibit 10.31

                              CONSULTING AGREEMENT

THIS AGREEMENT (this "Agreement") is entered into as of ______, 2001 by and
between Endorex Corporation, a Delaware Corporation located at 28101 Ballard
Drive, Suite F, Lake Forest, IL 60045, (the "Company"), Nicholas Stergiopoulos
(the "Consultant"), an individual with an address at 1541 Brickell Avenue,
Apartment 2706 Miami, Florida 33129 and Corporate Technology Development, Inc.
("CTD"). In consideration of the mutual covenants contained herein, the parties
hereto agree as follows:

l.       SERVICES

1.1      Consultant shall provide consulting services to the Company in
         connection with the Company's ongoing product development and business
         development activities and shall report to the President of the Company
         or his designee.

1.2      During the term of this Agreement, Consultant shall provide such
         advisory and counseling services to the Company as the Company may from
         time to time request (the "Services") in writing. The Services shall
         consist exclusively of consultation on: a) oral beclomethasone
         ("OrBec(R)") b) oral solution azathioprine ("Oraprine(TM)"); c)
         opthlamic solution of metronidazole ("Metropt(TM)"); d) the Allergan
         BoTox(R) program; e) the drug delivery technology under option from the
         University Pharmaceuticals of Maryland ("UM Technology"); and e)
         activities related to the business, products or services offered by CTD
         and any of CTD's subsidiaries, prior to the date of this Agreement
         including but not limited to intellectual property, manufacturing, and
         regulatory/clinical issues.

1.3      Consultant shall make himself available to provide the Services on a
         full-time basis during the consulting period, for an average of 40
         hours per week.

1.4      Consultant shall provide the Company with a Summary Report of his
         activities in connection with the services on the last day of each
         month.

1.5      During those time that the Consultant is not performing Services, he is
         at liberty to engage, either on his own or with other persons
         (including Steve H. Kanzer) or entities, in any pharmaceuticals-related
         and other business activities that do not otherwise conflict with the
         terms of this Agreement.

2.       TERM

         The term of this Agreement shall be six (6) months commencing
         ________, 2001. The term of this Agreement may be extended by the
         execution of the parties hereto of an amendment to this Agreement
         providing for such an extension.

3.       COMPENSATION

3.1.     For the Services and the Consultant's other obligations hereunder, the
         Company shall pay or cause to be paid to Consultant during the term of
         this Agreement a fee of $8,166.66 per calendar month, payable in
         semi-monthly installments of

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         $4,083.33 each, prorated for any partial period at the beginning and
         end of the term of this Agreement.

3.       2. The Company shall reimburse Consultant for reasonable out-of-pocket
         expenses incurred on behalf of the Company in connection with the
         performance of the Services upon presentation of all receipts and
         consistent with Company's expense reimbursement policy. It is a
         condition to reimbursement of any individual expense in excess of
         $1000, including any individual expense incurred by the Consultant for
         travel on the Company's behalf, that Consultant obtain the Company's
         prior written approval for that expense. All travel shall be consistent
         with the Company's travel policy.

3.3      In the event that a licensing or asset sale is consummated between
         RxEyes and CibaVision or any affiliate of CibaVision for the licensing
         or asset sale of Metropt(TM) due to the Consultant's efforts and during
         the time period of the Consultant's agreement, the Company shall pay
         Consultant a one percent (1%) transaction fee of any monies directly
         received by the Company as a result of this transaction.

4.       INDEPENDENT CONTRACTOR

4.1      Consultant shall act in the capacity of an independent contractor with
         respect to the Company. Consultant shall not be, nor represent himself
         as being an agent of the Company, and Consultant shall not have, or
         represent himself as having the right or authority to enter into any
         agreement or to make any promise of any nature whatsoever, whether oral
         or written, on behalf of or in the name of the Company, without the
         Company's prior written consent.

4.2      Consultant shall accept directions issued by the President of the
         Company pertaining to the results to be achieved by Consultant, but
         shall be solely responsible for the manner and working hours in which
         he performs any Services.

4.3.     As an independent contractor, Consultant shall not have the status of
         an employee of the Company. Consultant shall not be eligible to
         participate in any employee benefit group insurance or executive
         compensation plans or programs maintained by the Company, and the
         Company shall not provide social security, unemployment compensation,
         disability insurance, workers' compensation or similar coverage, or any
         other statutory benefit to Consultant.

6.       SURVIVAL OF REPRESENTATIONS AND WARRANTIES

         The parties hereto agree that the representations, warranties,
         covenants and agreements of the parties contained in Sections 4, 7, 8
         and 9 of this Agreement shall survive the termination hereof.

7.       CONFIDENTIALITY AND INVENTIONS

7.1      Company and Consultant acknowledge that as a result of this consulting
         relationship, Consultant will be in possession of confidential customer


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         information, trade secrets, technical data and know-how relating to the
         products, research, development, processes, methods, equipment ,
         research and manufacturing agreements with third parties, license and
         joint venture agreements with third partiesand intellectual property of
         the Company and its subsidiaries ("Proprietary Information").
         Proprietary Information does not, however, include information that is
         or becomes generally available in the pharmaceuticals industry other
         than by breach of this Agreement by Consultant.

7.2      Consultant agrees that Consultant will not, during or after two years
         from the date of this Agreement, directly or indirectly, use or
         disclose to any person, firm or corporation, any Proprietary
         Information, without the prior written consent of Company.

         Consultant agrees that in the event of termination of this Agreement
         for any reason, Consultant will deliver to the Company all documents
         and data of any nature pertaining to Consultant's work with the Company
         and will not retain any documents or data of any description or any
         reproduction, in whole or in part, thereof containing or pertaining to
         any Proprietary Information.

7.3      Consultant agrees that any and all inventions, discoveries,
         improvements, processes, compounds, or formulae (collectively
         "Inventions"), whether or not patentable or registerable under patent,
         copyright, or similar statutes, that are made, conceived, discovered or
         acquired by Consultant pursuant to this Agreement, solely or jointly
         with others or otherwise or which result from services performed by
         Consultant hereunder or which result from use of premises owned,
         leased, or contracted for by the Company and its subsidiaries and which
         may be used or useful in or relate to the business of the Company and
         its subsidiaries, shall be the property of the Company. Consultant
         hereby assigns to the Company all of the Consultant's right, title and
         interest in and to any such Inventions, including without limitation
         all Inventions discovered or acquired by Consultant during and in
         connection with his employment with Corporate Technology Development,
         Inc. and/or any of its subsidiaries. Without limiting the foregoing,
         Consultant further acknowledges that all original works of authorship
         by Consultant, whether created alone or jointly with others, in
         performing the Services and which are protectable by copyright, are
         "works made for hire" within the meaning of the United States Copyright
         Act, 17 U.S.C. ss. 101, as amended, and the copyright of which shall be
         owned solely, completely and exclusively by the Company. If any
         Invention is considered to be work not included in the categories of
         work covered by the United States Copyright Act, 17 U.S.C. ss. 101, as
         amended, such work is hereby assigned or transferred completely and
         exclusively to the Company. Any assignment of copyright hereunder
         includes all rights of paternity, integrity, disclosure and withdrawal
         and any other rights that may be known as or referred to as "moral
         rights" (collectively "Moral Rights"). To the extent such Moral Rights
         cannot be assigned under applicable law and to the extent the following
         is allowed by the laws in the various countries where Moral Rights
         exist, Consultant hereby waives such Moral Rights and consents to any
         action of the Company that would violate such Moral Rights in the
         absence of such consent. Consultant agrees to confirm any such waivers
         and consents from time to time as requested by the Company.


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         Consultant shall, as requested by the Company at any time and from time
         to time, whether prior to or after the expiration of the term of this
         Agreement, execute and deliver to the Company any instruments deemed
         necessary by the Company to effect disclosure and assignment of the
         Inventions to it or to persons designated by it and shall cooperate
         with the Company as may be reasonably required with regard to, and
         shall execute and deliver to the Company, any patent, copyright or
         trademark applications (United States or foreign) and renewals with
         respect thereto, including any other instruments deemed necessary by
         the Company for the prosecution of such patent, copyright or trademark
         application or the acquisition of letters patent. Consultant's
         obligation to assist the Company in obtaining and enforcing patents,
         copyrights or trademarks for such Inventions in any and all countries
         shall continue beyond the termination of this Agreement, but the
         Company shall compensate Consultant at a reasonable rate after such
         termination for time actually spent at the Company's request on such
         assistance. In the event the Company is unable, after reasonable
         effort, to secure the signature of Consultant on any document or
         documents needed to apply for or prosecute any patent, copyright or to
         other right or protection relating to an Invention, whether because of
         physical or mental incapacity or for any other reason whatsoever,
         Consultant hereby irrevocably designates and appoints the Company and
         its duly authorized agents as agent and attorney-in-fact, to act for
         and on behalf of Consultant to execute and file any such application or
         applications and to do all other lawfully permitted acts to further
         prosecution and issuance of patents, copyrights or other similar
         protection thereon with the same legal force and effect as if executed
         by Consultant.

8.       RESTRICTIVE COVENANTS

8.1      During the period in which Consultant provides the Services to the
         Company, and for a period of two (2) years after termination of this
         Agreement for any reason, Consultant will not anywhere in the world (i)
         engage in; (ii) have any interest in any person, firm, or corporation
         that engages in; or (iii) perform any services for any person, firm, or
         corporation that engages in the development of, research relating to,
         manufacture, processing, marketing, distribution, or sale of (a) orally
         delivered corticosteroids for the treatment of Graft Versus Host
         Disease, Crohns Disease, ulcerative colitis, or any other related
         gastrointestinal disorder(s), (b) orally delivered solutions of
         Azathioprine, or analogs thereof for the supression of the immune
         system or any part thereof, including the uses that as of the date
         hereof are approved by the U.S. Food and Drug Administration, (c)
         imidazole-like compounds or analogs thereof for the treatment of dry
         eye syndrome or blepharitis, (d) the Allergan BoTox(R) program, or (e)
         polymer based drug delivery technologies for the rapid dissolution into
         suspension of normal and controlled release drugs in tablet form,
         including the UM Technology.

8.2      Consultant will not, directly or indirectly, employ, solicit for
         employment, or advise or recommend to any other person that they employ
         or solicit for employment, any employee of the Company while Consultant
         is providing the Services to the Company and for a period of two (2)
         years thereafter.


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8.3      Consultant represents that his experience and capabilities are such
         that the provisions of this Section 8 will not prevent him from earning
         a livelihood.

8.4      On condition that he otherwise complies with the terms of this
         Agreement, including without limitation the restrictive covenants
         contained within this Section 8, the Consultant may at any time contact
         and do business with any person or entity that the Consultant had
         dealings with in his capacity as an employee of CTD and while
         performing the Services.

9.       NO CONFLICT WITH OR BREACH OF OTHER AGREEMENTS

9.1      In order to induce the Company to enter into this Agreement, Consultant
         hereby represents, warrants and covenants that (a) Consultant is not
         party to any agreement, contract, arrangement or understanding that
         prohibits or purports to prohibit Consultant from entering into this
         Agreement and performing duties hereunder, (b) the execution, delivery
         and performance by Consultant of this Agreement will not constitute a
         breach of or default under any agreement, contract, arrangement or
         understanding to which Consultant is a party or which is or purports to
         be binding upon Consultant, (c) performance of all the terms of the
         Agreement does not, and will not breach any agreement or duty to keep
         in confidence proprietary information acquired by Consultant in
         confidence or in trust prior to employment by the Company, (d)
         Consultant will not during performance of the Services breach any
         obligation of confidentiality or duty owed current or former employers,
         and further agrees that all such obligations will continue to be
         fulfilled during such consulting relationship with the Company, and (e)
         Consultant has not brought and will not bring to the Company or use in
         performing the Services any materials or documents of a current or
         former employer that are not generally available to the public, unless
         written authorization from the current or former employer for their
         possession and use is obtained.

10.      MISCELLANEOUS

10.1     This Agreement shall be binding upon and for the benefit of the parties
         hereto and their respective heirs, executors, administrators,
         successors, devisees and assigns; provided, however, that Consultant
         may not assign rights or delegate duties under this Agreement without
         the prior written consent of the Company and that any attempt by
         Consultant to do so without such consent shall be void. Except as
         provided for in Section 1.6 (g) of the Merger Agreement, the parties
         hereto hereby agree and acknowledge that the Employment Agreement by
         and among Consultant and CTD, dated as June 28, 1998 (the "CTD
         Employment Agreement") is terminated as of the date hereof and
         Consultant hereby specifically waives the provisions and rights set
         forth in Section 3 of the CTD Employment Agreement, including but not
         limited to, any bonuses, milestone payments or carried interests in
         licenses, technologies or acquisitions by CTD or any subsidiaries of
         CTD. Consultant hereby resigns from any and all positions held by the
         Consultant within CTD or any subsidiaries of CTD and acknowledges and
         agrees that no obligations or amounts are owed to Consultant ( whether
         in cash, equity or otherwise) under the CTD Employment Agreement or
         pursuant to any other agreement, understanding or arrangement under
         which


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         CTD or any of its subsidiaries would be so obligated, unless such
         exception is expressly stated in this agreement.

10.2     This Agreement contains the entire understanding and agreement of the
         parties with respect to the relationship between the Company and
         Consultant (other than as a security holder of the Company), and it may
         not be altered, amended, modified or otherwise changed in any respect
         whatsoever except by a writing duly executed by the parties hereto.

10.3     This document may be executed in any number of counterparts, each of
         which shall be deemed to be an original and shall fully bind each party
         who has executed it, but all such counterparts together shall
         constitute one and the same agreement.

10.4     No failure or delay on the part of any party hereto in exercising any
         right, power or remedy hereunder shall operate as a waiver thereof. The
         Company shall have the right to enforce this Agreement and any of its
         provisions by injunction, specific performance or other equitable
         relief, without bond and without prejudice to any other rights and
         remedies that the Company may have for the breach of this Agreement.

10.5     Should any provision of this Agreement be held invalid or illegal, such
         illegality shall not invalidate the whole of this Agreement, but
         rather, the Agreement shall be construed as if it did not contain the
         illegal part and the rights and obligations of the parties shall be
         construed and enforced accordingly.

10.6     This Agreement shall be construed and enforced pursuant to the laws of
         the State of Illinois, without giving effect to conflict of law
         principals.


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

                           ENDOREX CORPORATION


                           By:
                               ------------------------
                           Michael S. Rosen
                           President and COO

                           CONSULTANT

                           ----------------------------
                           Nicholas Stergiopoulos

IN WITNESS WHEREOF, CTD has executed this Agreement for the purposes of Section
10.1 hereof as of the day and year first above written.

                           CORPORATE TECHNOLOGY DEVELOPMENT, INC.



                           By:
                               ------------------------
                                 Name:
                                 Title:


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