<PAGE>


                                                                   Exhibit 10.30


                              EMPLOYMENT AGREEMENT


                    AGREEMENT  (the  "Agreement"),  dated as of May 23, 2003, by
and between  NOVADEL  PHARMA,  INC., a  [Delaware]  corporation  with  principal
executive  offices at 31 State  Highway 12,  Flemington,  New Jersey  08822 (the
"Company"),  and BARRY COHEN,  residing at 38 King Arthur Court,  New City,  New
York 10956 (the "Executive").

                              W I T N E S S E T H :

                    WHEREAS,  the  Company  desires to employ the  Executive  as
Vice-President,  New Business & New Product Development of the Company,  and the
Executive desires to serve the Company in those  capacities,  upon the terms and
subject to the conditions contained in this Agreement;

                    NOW, THEREFORE, in consideration of the mutual covenants and
agreements herein contained, the parties hereto hereby agree as follows:

                  1. EMPLOYMENT.

                    The  Company  agrees  to  employ  the  Executive,   and  the
Executive  agrees to be employed by the  Company,  upon the terms and subject to
the conditions of this Agreement.

                  2. TERM.

                    The  employment  of the Executive by the Company as provided
in Section 1 shall be for a period of three (3) years commencing on May 13, 2003
unless sooner  terminated in accordance  with the  provisions of Section 8 below
(the "Term").  The Term shall be extended  automatically for additional one year
periods  unless one party  advises  the other in writing at least 90 days before
initial expiration of the Term.

                                       1

<PAGE>


                  3. DUTIES; BEST EFFORTS; PLACE OF PERFORMANCE.

                    (a)  The  Executive  shall  serve  as  Vice-President,   New
Business & New Product Development of the Company and shall perform,  subject to
the direction of the President & Chief  Executive  Officer of the Company,  such
duties as are customarily  performed by the  Vice-President,  New Business & New
Product Development.  The Executive shall also have such other powers and duties
as may be from time to time  prescribed  by the  President & CEO or the Board of
Directors of the Company, provided that the nature of the Executive's powers and
duties so prescribed shall not be inconsistent with the Executive's position and
duties hereunder.

                    (b) The  Executive  shall devote all of his  business  time,
attention and energies to the business and affairs of the Company, shall use his
best  efforts to advance the best  interests of the Company and shall not during
the Term be actively engaged in any other business activity, whether or not such
business activity is pursued for gain, profit or other pecuniary advantage, that
will interfere with the performance by the Executive of his duties  hereunder or
the  Executive's  availability  to perform  such  duties or that will  adversely
affect, or negatively reflect upon, the Company.

                    (c) The duties to be  performed by the  Executive  hereunder
shall be  performed  primarily at the office of the Company in  Flemington,  New
Jersey, subject to reasonable travel requirements on behalf of the Company.

                  4. COMPENSATION.

                    As full compensation for the performance by the Executive of
his duties under this Agreement, the Company shall pay the Executive as follows:

                                       2

<PAGE>


                    (a) BASE SALARY.  The Company shall pay the Executive a base
salary (the "Base  Salary") at a rate of  $185,000  per annum,  payable in equal
bi-weekly   installments  during  the  Term.  The  President  shall  review  the
Executive's  performance  on at least  an  annual  basis  and may  increase  the
Executive's base salary as the President deems appropriate based on such review.

                    (b) BONUS.  The Company shall pay the Executive a cash bonus
based upon  achievements  of the  Executive  in securing  new  business  for the
Company via Licensing Agreements,  such that for each Licensing Agreement closed
(negotiated  and signed) by the  Executive,  he will be paid, as a percentage of
his Base Salary, the greatest of any one of the possibilities enumerated below:

<TABLE>
<CAPTION>
<S>                                                                                     <C>
i) Any deal closed by the Executive                                                       5%

ii) If Licensing fees & milestone payments equal or exceed $10 Million or

if royalty stream equals or exceeds 20% of net sales (10% for an OTC product)           10%

iii) If fees & milestones equal or exceed $20 Million or

if royalty stream equals or exceeds 25% of net sales (15% for an OTC product)           15%

iv) If fees & milestones equal or exceed $30 Million or

if royalty stream equals or exceeds 30% or net sales (20% for an OTC product)           20%
</TABLE>



v) If the Executive initiates a contact (including a new individual contact at a
company  that has already  been  contacted  by the  Company) and closes the deal
based upon the  efforts of that  contact  [added by GS],  add another 5% of Base
Salary to any one of the above.
                                       3


<PAGE>


The  Bonus  earned  is to be  paid in full in the  calendar  year in  which  the
Licensing Agreement is closed.

                    (c)  WITHHOLDING.  The Company shall withhold all applicable
federal, state and local taxes and social security and such other amounts as may
be required by law from all amounts  payable to the Executive under this Section
5.

                    (d) STOCK OPTIONS.  Promptly  after the date hereof,  and as
additional  compensation  for  the  services  to be  rendered  by the  Executive
pursuant   to  this   Agreement,   the  Company   shall   grant  the   Executive
[non-qualified]  stock options  ("Stock  Options") to purchase  75,000 shares of
Common Stock of the Company  pursuant to the  Company's  1998 Stock Option Plan.
Such stock  options  shall vest ratably over a three-year  period  ending on the
third anniversary of the date of Executive's employment,  so that 20,000 options
to purchase  shares of the  Company's  Common Stock will vest on each of May 13,
2004,  May 13, 2005 and May 13,  2006,  subject to the  provisions  of Section 9
below.  The remaining  15,000 options shall vest in increments of 5,000 options,
each upon the closing of each of the first three Licensing  Agreements closed by
the Executive.  The exercise price of said 75,000 options shall be equal to 110%
of the  Fair  Market  Value  (closing  price)  on the  date  of the  Executive's
employment.  In connection  with such grant,  the Executive shall enter into the
Company's  standard stock option  agreement which will incorporate the foregoing
vesting schedule and the Stock Option related provisions  contained in Section 9
below.

                    In  addition,   the  Company   shall  grant  the   Executive
[non-qualified]  stock options ("Stock Options") to purchase  additionally 5,000
shares of Common  Stock of the  Company  pursuant  to the  Company's  1998 Stock
Option Plan, at the time of the signing of each

                                       4

<PAGE>


subsequent  Licensing  Agreement closed by the Executive.  The exercise price of
said shares  shall be equal to the  closing  price on the date of the closing of
each Licensing Agreement.

The President of the Company shall  annually  review the number of stock options
granted to the Executive to determine  whether an increase in the number thereof
is warranted.

                    All Options will have a 10 year expiration period,  provided
that this is pursuant to the Company's 1998 Stock Option Plan.

                    (e) EXPENSES.  The Company shall reimburse the Executive for
all  normal,   usual  and  necessary  expenses  incurred  by  the  Executive  in
furtherance  of the business and affairs of the  Company,  including  reasonable
travel and  entertainment,  upon timely  receipt by the  Company of  appropriate
vouchers  or other  proof  of the  Executive's  expenditures  and  otherwise  in
accordance  with any  expense  reimbursement  policy as may from time to time be
adopted by the Company.

                    (f) OTHER  BENEFITS.  The Executive shall be entitled to all
rights and  benefits  for which he shall be eligible  under any benefit or other
plans (including, without limitation, dental, medical, medical reimbursement and
hospital plans,  pension plans,  employee stock purchase  plans,  profit sharing
plans,  bonus plans and other so-called  "fringe" benefits) as the Company shall
make available to its senior executives from time to time.

                    The Executive  shall receive a car allowance of up to $1,000
per month. Additionally, expenses for local lodging will be reimbursed for up to
the following amounts: 3 nights per week for the first six months of employment,
2 nights  per  week  for  months  7 to 12 of  employment,  and 1 night  per week
thereafter.  Relocation  (moving) costs up to $10,000 will be  reimbursed,  upon
presentation of valid receipts,  if done within 15 months of the Employment


                                        5
<PAGE>



date of the Executive.  Once the Executive relocates,  further  reimbursement to
local lodging will terminate.  The costs associated with equipment and calls for
one cellular phone will be reimbursed upon presentation of proper bills.

                    (g)  VACATION.  The  Executive  shall,  during the Term,  be
entitled to a vacation of [four (4)] weeks per annum. The Executive shall not be
entitled to carry any vacation  forward to the next year of employment and shall
not receive any compensation for unused vacation days.

                  5. CONFIDENTIAL INFORMATION AND INVENTIONS

                    (a) The Executive  recognizes and  acknowledges  that in the
course  of his  duties  he is  likely to  receive  confidential  or  proprietary
information owned by the Company,  its affiliates or third parties with whom the
Company  or  any  such   affiliates   has  an  obligation  of   confidentiality.
Accordingly,   during  and  after  the  Term,  the  Executive   agrees  to  keep
confidential  and not disclose or make accessible to any other person or use for
any other purpose other than in connection  with the  fulfillment  of his duties
under this Agreement,  any Confidential and Proprietary  Information (as defined
below)  owned by, or  received  by or on behalf  of,  the  Company or any of its
affiliates.  "Confidential and Proprietary Information" shall include, but shall
not  be  limited  to,  confidential  or  proprietary   scientific  or  technical
information,  data, formulas and related concepts,  business plans (both current
and under development),  client lists,  promotion and marketing programs,  trade
secrets, or any other confidential or proprietary  business information relating
to  development  programs,  costs,  revenues,  marketing,   investments,   sales
activities,  promotions,  credit and financial  data,  manufacturing  processes,
financing  methods,  plans or the  business and affairs of the Company or of any
affiliate or client of the Company.  The Executive  expressly  acknowledges  the
trade secret status of the Confidential and




                                       6
<PAGE>


Proprietary  Information and that the Confidential  and Proprietary  Information
constitutes  a  protectable  business  interest of the  Company.  The  Executive
agrees:  (i) not to use any such  Confidential  and Proprietary  Information for
himself or others;  and (ii) not to take any Company  material or  reproductions
(including but not limited to writings, correspondence,  notes, drafts, records,
invoices,  technical and business policies,  computer programs or disks) thereof
from the  Company's  offices at any time during his  employment  by the Company,
except as required in the  execution of the  Executive's  duties to the Company.
The  Executive   agrees  to  return   immediately   all  Company   material  and
reproductions  (including but not limited, to writings,  correspondence,  notes,
drafts, records, invoices, technical and business policies, computer programs or
disks)  thereof in his  possession  to the Company upon request and in any event
immediately upon termination of employment.

                    (b) Except with prior written  authorization by the Company,
the  Executive  agrees not to disclose or publish  any of the  Confidential  and
Proprietary Information, or any confidential,  scientific, technical or business
information of any other party to whom the Company or any of its affiliates owes
an obligation of confidence, at any time during or after his employment with the
Company.

                    (c) The Executive  agrees that all inventions,  discoveries,
improvements and patentable or  copyrightable  works  ("Inventions")  initiated,
conceived or made by him, either alone or in conjunction with others, during the
Term shall be the sole property of the Company to the maximum  extent  permitted
by applicable law and, to the extent  permitted by law, shall be "works made for
hire" as that term is defined in the United  States  Copyright Act (17 U.S.C.A.,
Section 101).  The Company  shall be the sole owner of all patents,  copyrights,
trade  secret  rights,  and  other  intellectual  property  or other  rights  in
connection  therewith.


                                       7
<PAGE>


The Executive hereby assigns to the Company all right, title and interest he may
have or acquire in all such Inventions.  The Executive  further agrees to assist
the  Company in every  proper way (but at the  Company's  expense) to obtain and
from time to time enforce patents, copyrights or other rights on such Inventions
in any and  all  countries,  and to that  end the  Executive  will  execute  all
documents  necessary:

                         (i) to apply  for,  obtain and vest in the name of the
Company alone (unless the Company otherwise directs) letters patent,  copyrights
or other  analogous  protection in any country  throughout the world and when so
obtained or vested to renew and restore the same; and

                        (ii) to defend any opposition proceedings in respect of
such  applications  and any opposition  proceedings or petitions or applications
for revocation of such letters patent, copyright or other analogous protection.

                    (d) The Executive  acknowledges  that while  performing  the
services under this Agreement the Executive may locate, identify and/or evaluate
patented or patentable  inventions having commercial  potential in the fields of
pharmacy, pharmaceutical, biotechnology, healthcare, technology and other fields
which may be of potential  interest to the Company or one of its affiliates (the
"Third Party Inventions").  The Executive  understands,  acknowledges and agrees
that all rights to,  interests in or  opportunities  regarding,  all Third-Party
Inventions  identified  by the Company,  any of its  affiliates or either of the
foregoing persons'  officers,  directors,  employees  (including the Executive),
agents or consultants  during the  Employment  Term shall be and remain the sole
and exclusive  property of the Company or such affiliate and the Executive shall
have no rights whatsoever to such Third-Party Inventions and will not pursue for
himself or for others any  transaction  relating to the  Third-Party  Inventions
which is not on behalf of the Company.



                                        8
<PAGE>


                    (e) The  provisions  of this  Section  5 shall  survive  any
termination of this Agreement.

                  6. NON-COMPETITION, NON-SOLICITATION AND NON-DISPARAGEMENT

                    (a)  The  Executive  understands  and  recognizes  that  his
services  to the  Company  are  special  and  unique  and that in the  course of
performing  such  services the  Executive  will have access to and  knowledge of
Confidential  and  Proprietary  Information  (as  defined  in  Section 5 and the
Executive  agrees  that,  during the Term and for a period of [three  (3)] years
thereafter,  he shall not in any manner,  directly or  indirectly,  on behalf of
himself or any person, firm,  partnership,  joint venture,  corporation or other
business  entity  ("Person"),  enter  into or  engage in any  business  which is
engaged in any business competitive with the business of the Company,  either as
an  individual  for his own account,  or as a partner,  joint  venturer,  owner,
executive,  employee,  independent  contractor,  principal,  agent,  consultant,
salesperson,  officer,  director  or  shareholder  of a  Person  in  a  business
competitive  with  the  Company  within  the  geographic  area of the  Company's
business,  which is deemed by the parties hereto to be worldwide.  The Executive
acknowledges that, due to the unique nature of the Company's business,  the loss
of any of its clients or business  flow or the improper use of its  Confidential
and  Proprietary  Information  could create  significant  instability  and cause
substantial  damage to the Company and its  affiliates and therefore the Company
has a strong  legitimate  business  interest in protecting the continuity of its
business  interests  and  the  restriction  herein  agreed  to by the  Executive
narrowly and fairly serves such an important and critical  business  interest of
the Company.  For purposes of this Agreement,  the Company shall be deemed to be
actively engaged on the date hereof in the development of novel application drug
delivery systems for presently marketed prescription and over-the-counter  drugs
and providing consulting services in



                                        9
<PAGE>


connection  therewith,  and in the  future  in any  other  business  in which it
actually   devotes   substantive   resources   to  study,   develop  or  pursue.
Notwithstanding  the foregoing,  nothing contained in this Section 6(a) shall be
deemed  to  prohibit  the  Executive  from  acquiring  or  holding,  solely  for
investment,  publicly traded  securities of any corporation,  some or all of the
activities of which are competitive  with the business of the Company so long as
such securities do not, in the aggregate, constitute more than five percent (5%)
of any class or series of outstanding securities of such corporation.

                    (b)  During the Term and for [12  months ]  thereafter,  the
Executive shall not,  directly or indirectly,  without the prior written consent
of the Company:

                        (i) solicit or induce  any   employee  of  the  Company
or any of its  affiliates  to  leave  the  employ  of the  Company  or any  such
affiliate;  or hire for any purpose any employee of the Company or any affiliate
or any  employee  who has left the  employment  of the Company or any  affiliate
within  one  year of the  termination  of such  employee's  employment  with the
Company or any such  affiliate or at any time in  violation  of such  employee's
non-competition agreement with the Company or any such affiliate; or

                        (ii)  solicit or accept  employment or be  retained   by
any Person  who, at any time  during the term of this  Agreement,  was an agent,
client or customer of the Company or any of its  affiliates  where his  position
will be related to the business of the Company or any such  affiliate;  or

                       (iii) solicit or  accept  the   business  of  any  agent,
client or  customer  of the  Company or any of its  affiliates  with  respect to
products,  services or investments  similar to those provided or supplied by the
Company or any of its affiliates.



                                       10
<PAGE>


(c) The Executive agrees that both during the Term and at all times  thereafter,
he shall not directly or indirectly disparage,  whether or not true, the name or
reputation  of the Company or any of its  affiliates,  including but not limited
to, any officer, director,  employee or shareholder of the Company or any of its
affiliates.

                    (d) In the event that the Executive  breaches any provisions
of Section 5 or this Section 6or there is a threatened breach, then, in addition
to any  other  rights  which the  Company  may have,  the  Company  shall (i) be
entitled,  without the posting of a bond or other security, to injunctive relief
to enforce the  restrictions  contained in such Sections and (ii) have the right
to  require  the  Executive  to  account  for and pay  over to the  Company  all
compensation,   profits,  monies,   accruals,   increments  and  other  benefits
(collectively  "Benefits")  derived or received by the  Executive as a result of
any transaction  constituting a breach of any of the provisions of Sections 5 or
6 and the  Executive  hereby agrees to account for and pay over such Benefits to
the Company.

                    (e) Each of the rights and  remedies  enumerated  in Section
6(d) shall be  independent  of the others and shall be in addition to and not in
lieu of any other  rights and  remedies  available  to the  Company at law or in
equity. If any of the covenants  contained in this Section 6, or any part of any
of them, is hereafter  construed or adjudicated to be invalid or  unenforceable,
the same shall not affect the  remainder  of the covenant or covenants or rights
or  remedies  which  shall be given full  effect  without  regard to the invalid
portions.  If any of the  covenants  contained  in this  Section 6 is held to be
invalid or  unenforceable  because of the duration of such provision or the area
covered  thereby,  the parties  agree that the court  making such  determination
shall have the power to reduce the duration and/or area of such provision and in
its reduced form such provision  shall then be  enforceable.  No such holding of
invalidity  or



                                       11
<PAGE>


unenforceability  in  one  jurisdiction  shall  bar  or in any  way  affect  the
Company's  right to the relief  provided in this  Section 6 or  otherwise in the
courts of any other state or jurisdiction  within the geographical scope of such
covenants as to breaches of such  covenants in such other  respective  states or
jurisdictions,  such covenants being,  for this purpose,  severable into diverse
and independent covenants.

(f) In the event that an actual  proceeding  is brought in equity to enforce the
provisions  of Section 5 or this  Section 6, the  Executive  shall not urge as a
defense  that  there is an  adequate  remedy  at law nor shall  the  Company  be
prevented from seeking any other remedies which may be available.  The Executive
agrees  that he shall  not  raise  in any  proceeding  brought  to  enforce  the
provisions of Section 5 or this Section 6 that the  covenants  contained in such
Sections limit his ability to earn a living.

                    (g) The  provisions  of this  Section  6 shall  survive  any
termination of this Agreement.

                  7. REPRESENTATIONS AND WARRANTIES BY THE EXECUTIVE

                      The Executive hereby represents and warrants to the
Company as follows:

                        (i) Neither   the   execution   or   delivery   of  this
Agreement  nor  the  performance  by the  Executive  of  his  duties  and  other
obligations hereunder violate or will violate any statute, law, determination or
award,  or conflict  with or  constitute  a default or breach of any covenant or
obligation  under  (whether  immediately,  upon the giving of notice or lapse of
time or both) any prior employment  agreement,  contract, or other instrument to
which the Executive is a party or by which he is bound.


                                       12
<PAGE>


                       (ii) The   Executive   has the full  right,    power  and
legal capacity to enter and deliver this Agreement and to perform his duties and
other obligations  hereunder.  This Agreement  constitutes the legal,  valid and
binding obligation of the Executive  enforceable  against him in accordance with
its terms.  No approvals or consents of any persons or entities are required for
the  Executive to execute and deliver  this  Agreement or perform his duties and
other obligations hereunder.

                    8. TERMINATION.  The Executive's  employment hereunder shall
be terminated upon the Executive's death and may be terminated as follows:

                    (a) The Executive's  employment  hereunder may be terminated
by the Board of Directors of the Company for Cause. Any of the following actions
by the Executive shall constitute "Cause":

                        (i) The  willful  failure, or refusal by the   Executive
to perform  his  duties  hereunder;  (ii) Any  willful,  intentional  or grossly
negligent act by the Executive having the effect of injuring,  in a material way
(whether financial or otherwise and as determined in good-faith by a majority of
the Board of  Directors  of the  Company),  the  business or  reputation  of the
Company or any of its  affiliates,  including  but not limited to, any  officer,
director, executive or shareholder of the Company or any of its affiliates;

                      (iii)  Willful  misconduct  by  the  Executive,  including
insubordination,  in respect of the duties or obligations of the Executive under
this Agreement;

                       (iv)  The   Executive's  indictment  of any felony  or  a
misdemeanor  involving  moral  turpitude  (including  entry of a nolo contendere
plea);


                                       13
<PAGE>


                        (v) The determination by the Company, after a reasonable
and good-faith  investigation by the Company  following a written  allegation by
another  employee of the  Company,  that the  Executive  engaged in some form of
harassment  protected by law (including,  without  limitation,  age, sex or race
discrimination);

                        (vi) Any   misappropriation   or   embezzlement  of the
property  of the Company or its  affiliates  (whether  or not a  misdemeanor  or
felony);

                       (vii) Breach by the Executive of any of the provisions of
Section 5 or Section 6 of this Agreement;  and (viii) Breach by the Executive of
any  provision  of this  Agreement  other than those  contained  in Section 5 or
Section 6 which is not cured by the  Executive  within  thirty  (30) days  after
notice thereof is given to the Executive by the Company.

                    (b) The Executive's  employment  hereunder may be terminated
by the Board of Directors of the Company due to the Executive's Disability.  For
purposes of this Agreement,  a termination for "Disability" shall occur (i) when
the Board of Directors of the Company has provided a written  termination notice
to the Executive  supported by a written statement from a reputable  independent
physician to the effect that the  Executive  shall have become so  physically or
mentally incapacitated as to be unable to resume, within the ensuing twelve (12)
months,  his  employment  hereunder  by reason of physical or mental  illness or
injury, or (ii) upon rendering of a written  termination  notice by the Board of
Directors of the Company after the  Executive  has been unable to  substantially
perform his duties hereunder for 90 or more  consecutive  days, or more than 120
days in any consecutive twelve month period, by reason of any physical or mental
illness or injury.  For purposes of this Section 8(b),  the Executive  agrees to
make  himself  available  and to cooperate in any  reasonable  examination  by a
reputable


                                       14
<PAGE>


independent  physician  retained by the Company and to waive, as to the Company,
any claims of medical confidentiality.

                    (c) The Executive's  employment  hereunder may be terminated
by the Executive for Good Reason. For purposes of this Agreement,  "Good Reason"
means a breach by the Company of its  material  obligations  under  Section 4 of
this  Agreement  which is not cured by the Company within thirty (30) days after
notice thereof is given by the Executive to the Company.

                    (d) The Executive's  employment  hereunder may be terminated
by the Board of Directors of the Company (or its successor)  upon the occurrence
of a Change of  Control.  For  purposes of this  Agreement,  "Change of Control"
means (i) the acquisition,  directly or indirectly, following the date hereof by
any  person  (as such term is  defined  in  Section  13(d) and  14(d)(2)  of the
Securities Exchange Act of 1934, as amended),  in one transaction or a series of
related  transactions,  of securities of the Company  representing  in excess of
fifty percent (50%) or more of the combined  voting power of the Company's  then
outstanding  securities if such person or his or its  affiliate(s) do not own in
excess of 50% of such voting  power on the date of this  Agreement,  or (ii) the
future disposition by the Company (whether direct or indirect, by sale of assets
or stock, merger, consolidation or otherwise) of all or substantially all of its
business  and/or  assets in one  transaction  or series of related  transactions
(other  than a merger  effected  exclusively  for the  purpose of  changing  the
domicile of the Company).

                  9. COMPENSATION UPON TERMINATION.

                    (a) If the Executive's  employment is terminated as a result
of his  death,  the  Company  shall (i) pay to the  Executive's  estate his Base
Salary  and any  accrued  and unpaid



                                       15
<PAGE>

Bonus and  expense  reimbursement  amounts  through  the date of his death  (ii)
continue to pay to the  Executive's  estate his Base Salary for three (3) months
following his death [?GS] and (iii) for the shorter of six (6) months  following
his death or the balance of the Term (as if such  termination  had not occurred)
provide continuation coverage to the members of the Executive's family under all
major medical and other health,  accident,  life or other  disability  plans and
programs  in which such family  members  participated  immediately  prior to his
death. Any Stock Options granted to the Executive that have not vested as of the
date of the Executive's  death shall vest upon the effective date of Executive's
death.

                    (b) If the Executive's employment is terminated by the Board
of  Directors  of the Company due to  Disability,  the Company  shall pay to the
Executive  his Base  Salary  and any  accrued  Bonus and  expense  reimbursement
amounts through the date of his termination. In addition, for the shorter of six
(6) months following any such termination or the balance of the Term (as if such
termination  had not  occurred),  the  Company  shall  (i)  continue  to pay the
Executive  the Base  Salary in effect at the time of such  termination  less the
amount,  if any, then payable to the Executive under any disability  benefits of
the Company and (ii) provide the Executive continuation coverage under all major
medical and other health,  accident, life or other disability plans and programs
in which the Executive participated  immediately prior to such termination.  All
outstanding,  but unvested,  Stock Options  granted to the Executive  shall vest
upon the effective date of this termination due to the Executive's Disability.

                    (c) If the Executive's employment is terminated by the Board
of  Directors of the Company for Cause or by the  Executive  other than for Good
Reason,  the Company shall pay to the Executive his Base Salary through the date
of his termination  and the Executive  shall have no further  entitlement to any
other compensation or benefits from the Company. All Stock



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Options  that have not  vested as of the date of any such  termination  shall be
deemed to have expired as of such date and, in addition,  the Executive's  right
to exercise any vested Stock Options shall terminate as of such date.

                    (d) If  the  Executive's  employment  is  terminated  by the
Company (or its  successor)  upon the  occurrence  of a Change of  Control,  the
Company  (or its  successor,  as  applicable)  shall (i)  continue to pay to the
Executive  his  Base  Salary  for a  period  of six (6)  months  following  such
termination, and (ii) pay the Executive any accrued and unpaid Bonus and expense
reimbursement amounts through the date of termination.  The Company's obligation
under clause (i) in the preceding  sentence  shall be reduced,  however,  by any
amounts  otherwise  actually earned by the Executive during the six month period
following the  termination  of his  employment.  All Stock Options that have not
vested as of the date of such  termination  shall be  accelerated  and deemed to
have vested as of such date.

                    (e) If (i) the  Executive's  employment is terminated by the
Company  other  than as a result of the  Executive's  death  and other  than for
reasons  specified  in  Sections  9(b),  (c) or  (d),  or (ii)  the  Executive's
employment is  terminated  by the  Executive for Good Reason,  the Company shall
continue to pay to the  Executive his Base Salary for a period of six (6) months
following such  termination  and the Company shall pay the Executive any accrued
and  unpaid  Bonus  and  expense  reimbursement  amounts  through  the  date  of
termination. The Company's obligation under clause (i) in the preceding sentence
shall be reduced,  however,  by any  amounts  otherwise  actually  earned by the
Executive  during  the  six  month  period  following  the  termination  of  his
employment.  In addition,  for the shorter of six (6) months  following any such
termination  or the  balance  of  the  Term  (as if  such  termination  had  not
occurred),  the Company shall provide the Executive  continuation coverage under
all major medical and other health,


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accident,  life or other  disability  plans or programs  in which the  Executive
participated  immediately  prior  to  such  termination.  All  outstanding,  but
unvested,  Stock Options  granted to the  Executive  shall vest upon the date of
this termination.

                    (f) The  continuation  coverage  under any major medical and
other  health,  accident,  life or other  disability  plans and programs for the
periods  provided in Section [9(a),  9(b) and 9(e)] shall be provided (i) at the
expense of the  Company and (ii) in  satisfaction  of the  Company's  obligation
under Section 4980B of the Internal  Revenue Code of 1986 (and any similar state
law) with respect to the period of time such benefits are  continued  hereunder.
Notwithstanding  anything  to  the  contrary  contained  herein,  the  Company's
obligation to provide such continuation coverage under such Sections shall cease
immediately  upon the date any covered  individual  becomes eligible for similar
benefits under the plans or policies of another employer.

                    (g) This  Section 9 sets forth the only  obligations  of the
Company with respect to the termination of the  Executive's  employment with the
Company,  and the  Executive  acknowledges  that,  upon the  termination  of his
employment,  he shall not be entitled to any payments or benefits  which are not
explicitly provided in Section 9.

                    (h) The  provisions  of this  Section  9 shall  survive  any
termination of this Agreement.

                 10. Miscellaneous.

                    (a) This  Agreement  shall be governed by, and construed and
interpreted  in accordance  with,  the laws of the State of New Jersey,  without
giving effect to its principles of conflicts of laws.




                                       18
<PAGE>

                    (b)  Any  dispute  arising  out of,  or  relating  to,  this
Agreement  or the  breach  thereof  (other  than  Sections  5 or 6  hereof),  or
regarding the  interpretation  thereof,  shall be finally settled by arbitration
conducted  in New  York  City in  accordance  with  the  rules  of the  American
Arbitration  Association then in effect before a single arbitrator  appointed in
accordance  with such rules.  Judgment  upon any award  rendered  therein may be
entered and enforcement obtained thereon in any court having  jurisdiction.  The
arbitrator shall have authority to grant any form of appropriate relief, whether
legal or equitable in nature, including specific performance. For the purpose of
any judicial  proceeding to enforce such award or incidental to such arbitration
or to compel  arbitration  and for  purposes  of  Sections  5 and 6 hereof,  the
parties hereby submit to the non-exclusive jurisdiction of the Superior Court of
the State of New Jersey,  Hunterdon  County, or the United States District Court
for the  District  of New  Jersey,  and agree  that  service  of process in such
arbitration or court proceedings shall be satisfactorily made upon it if sent by
registered  mail  addressed to it at the address  referred to in  paragraph  (g)
below.

                    (c) This  Agreement  shall be binding  upon and inure to the
benefit   of  the   parties   hereto,   and  their   respective   heirs,   legal
representatives, successors and assigns.

                    (d)  This  Agreement,   and  the   Executive's   rights  and
obligations  hereunder,  may not be assigned by the  Executive.  The Company may
assign its rights,  together with its obligations,  hereunder in connection with
any sale,  transfer  or other  disposition  of all or  substantially  all of its
business  or assets.

                    (e) This  Agreement  cannot  be  amended  orally,  or by any
course of  conduct or  dealing,  but only by a written  agreement  signed by the
parties hereto.


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<PAGE>


                    (f) The  failure of either  party to insist  upon the strict
performance  of any of the terms,  conditions  and  provisions of this Agreement
shall not be  construed  as a waiver  or  relinquishment  of  future  compliance
therewith,  and such terms, conditions and provisions shall remain in full force
and effect.  No waiver of any term or condition of this Agreement on the part of
either party shall be effective for any purpose whatsoever unless such waiver is
in writing and signed by such party.

                    (g)   All    notices,    requests,    consents   and   other
communications, required or permitted to be given hereunder, shall be in writing
and shall be delivered  personally or by an overnight courier service or sent by
certified mail, postage prepaid, return receipt requested, to the parties at the
addresses  set forth on the first  page of this  Agreement,  and shall be deemed
given when so delivered  personally or by overnight courier, or, if mailed, five
days  after the date of deposit in the United  States  mails.  Either  party may
designate another address,  for receipt of notices hereunder by giving notice to
the other party in accordance with this paragraph (g).


                    (h) This  Agreement  sets  forth the  entire  agreement  and
understanding  of  the  parties  relating  to the  subject  matter  hereof,  and
supersedes all prior  agreements,  arrangements and  understandings,  written or
oral,  relating to the subject  matter  hereof.  No  representation,  promise or
inducement has been made by either party that is not embodied in this Agreement,
and neither  party  shall be bound by or liable for any alleged  representation,
promise or inducement not so set forth.

                    (i) As used in this  Agreement,  "affiliate"  of a specified
Person  shall mean and include any Person  controlling,  controlled  by or under
common control with the specified Person.


                                       20
<PAGE>


                    (j) The section headings  contained herein are for reference
purposes only and shall not in any way affect the meaning or  interpretation  of
this Agreement.

                    (k)  This  Agreement  may  be  executed  in  any  number  of
counterparts,  each of which  shall  constitute  an  original,  but all of which
together shall constitute one and the same instrument.  IN WITNESS WHEREOF,  the
parties hereto have executed this Agreement as of the date first above written.



                                                 NOVADEL PHARMA, INC.



                                                 By:
                                                    --------------------------
                                                     Gary A. Shangold
                                                     President & CEO

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