EXHIBIT 10.11
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                                    AGREEMENT

Pfizer Inc, with an address at 235 East 42nd Street,  New York, NY 10017 and its
Affiliates ("Pfizer"), and Bentley Pharmaceuticals,  Inc., with an address at 65
Lafayette Road, Third Floor,  North Hampton,  NH 03862-2403,  and its Affiliates
("BENTLEY"),  enter  into  this  Agreement  for the  feasibility  of  developing
formulations for delivering  Pfizer  compounds,  as set forth in the protocol(s)
("Protocol")  attached  as  Exhibit  A, and in the  purchase  orders  ("Purchase
Orders")  attached to and made a part of this Agreement from time to time on the
following terms and conditions:

1.     SCOPE OF WORK:  BENTLEY will exercise  reasonable  commercial  efforts to
       perform the work  described  in the  Protocol  and the  related  Purchase
       Orders  at the price  agreed  upon by both  parties  and set forth in the
       Protocol and Purchase Orders.

2.     DEFINITIONS:  When used in this Agreement,  the following terms will have
       the meanings set forth below:

       2.1.   "Affiliates"  means any  corporation,  firm,  partnership or other
              entity, which directly or indirectly  controls,  is controlled by,
              or is under common control with either of the parties.

       2.2.   "BENTLEY Confidential Information" means all information about any
              element of the BENTLEY Technology which is disclosed by BENTLEY to
              Pfizer and designated  "Confidential" in writing by BENTLEY at the
              time of disclosure  to Pfizer to the extent that such  information
              as of the date of  disclosure to Pfizer is not (i) known to Pfizer
              as of the date of  disclosure  to  Pfizer  as  shown by its  prior
              written  records,  other  than by virtue  of a prior  confidential
              disclosure  to  Pfizer  by  BENTLEY;  or (ii)  then or  thereafter
              disclosed in published literature, or otherwise generally known to
              the  public  through  no fault or  omission  of  Pfizer;  or (iii)
              obtained   from  a  third  party  free  from  any   obligation  of
              confidentiality to BENTLEY.

       2.3.   "BENTLEY   Technology"   means  all   technology   and   technical
              information, whether patented or not, that is:

              (a)    developed by employees of or  consultants  to BENTLEY alone
                     or jointly with third parties  prior to the Effective  Date
                     or  since  that  date  in  the  course  of  activities  not
                     described in the Protocol or Purchase Orders; or

              (b)    developed   by  employees  of  BENTLEY  in  the  course  of
                     activities  described in the  Protocol and Purchase  Orders
                     that do not pertain to the Compounds; or
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              (c)    acquired by purchase,  license,  assignment  or other means
                     from third parties by BENTLEY.

       2.4.   "BENTLEY  Patent Rights" means all patentable  inventions  derived
              from  the  BENTLEY  Technology,  but  not the  Pfizer  Technology,
              including all applications for letters patent, whether domestic or
              foreign,  claiming  such  patentable  inventions,   including  all
              continuations,  continuations-in-part,   divisions,  renewals  and
              patents of addition  thereof,  all letters patent granted thereon,
              and  all  reissues,  re-examination  certificates  and  extensions
              thereof.

       2.5.   "Compounds"   means  any   Pfizer   compound,   its   derivatives,
              metabolites,  and  intermediates,   including  those  that  Pfizer
              provides to BENTLEY pursuant to the Protocol. See 5.1(c)

       2.6.   "Effective Date" means October 29, 2001.

       2.7.   "Pfizer Confidential  Information" means all information about any
              element  of  Pfizer  Technology  which is  disclosed  by Pfizer to
              BENTLEY and designated  "Confidential" in writing by Pfizer at the
              time of disclosure to BENTLEY to the extent that such  information
              is not (i)  known  to  BENTLEY  as of the  date of  disclosure  to
              BENTLEY  as shown by its  prior  written  records,  other  than by
              virtue of a prior confidential disclosure to BENTLEY by Pfizer; or
              (ii) then or  thereafter  disclosed  in published  literature,  or
              otherwise  generally  known  to the  public  through  no  fault or
              omission of  BENTLEY;  or (iii)  obtained  from a third party free
              from any obligation of confidentiality to Pfizer.

       2.8.   "Pfizer  Technology"  means  technology and technical  information
              that is or was developed by employees of or  consultants to Pfizer
              alone or jointly with third parties  prior to the Effective  Date.
              Pfizer  Technology  includes  but is not  limited  to  information
              relating  to  Compounds.   Pfizer   Technology  does  not  include
              technology  made with Bentley  Technology  prior to the  Effective
              Date.

       2.9.   "Pfizer  Patent Rights" means all  patentable  inventions  derived
              from the Pfizer Technology or the Program Technology,  but not the
              BENTLEY Technology, including all applications for letters patent,
              whether domestic or foreign,  claiming such patentable inventions,
              including  all  continuations,  continuations-in-part,  divisions,
              renewals  and patents of  addition  thereof,  all  letters  patent
              granted thereon, and all reissues, re-examination certificates and
              extensions thereof.

       2.10.  "Program Technology" means technology:

              (a)    developed  by  employees  of or  consultants  to  Pfizer or
                     BENTLEY  solely or jointly  with each other during the Term
                     of this  Agreement in connection  with the work pursuant to
                     the Protocol or Purchase Orders; or

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              (b)    acquired by purchase,  license,  assignment  or other means
                     from third  parties by BENTLEY or Pfizer during the Term of
                     this  Agreement  for  use in the  performance  of the  work
                     pursuant to the Protocol or Purchase Orders.

3.     TERM:  The term of this  Agreement  will begin on the Effective  Date and
       continue to the later of (a) the first  anniversary of the Effective Date
       and (b) the  completion of the work described in the Protocol or Purchase
       Orders.

4.     PAYMENT:  For work done  pursuant  to any  Protocol  or  Purchase  Order,
       Bentley shall submit to Pfizer an invoice listing relevant Purchase Order
       number and Pfizer  shall pay BENTLEY the sum set forth in such invoice or
       dispute  the  invoice  in  writing to  Bentley  within  thirty  (30) days
       following receipt of such invoice.

5.     JOINT WORKING COMMITTEE.

       5.1.   Purpose.  Pfizer  and  BENTLEY  shall  establish  a joint  working
              committee (the "JWC"):

              (a)    to review and evaluate progress of work under the Protocol;

              (b)    to coordinate and monitor the exchange of  information  and
                     materials that relate to the Protocol;

              (c)    to accept or reject Compounds prior to their inclusion in a
                     Protocol.

              (d)    to review and approve any  revision to the  Protocol or any
                     Purchase Order issued pursuant to the Agreement.

       5.2.   Membership.  Each of Pfizer and  BENTLEY  each shall  appoint,  in
              their  respective  sole  discretion,  three  members  to the  JWC.
              Substitutes may be appointed at any time.


              The members initially shall be:


              Pfizer Appointees:

              Keith  Horspool,   Assistant  Director  Drug  Delivery  Technology
              Assessment (Pfizer Co-Chair)

              Fredrick L. Naids, Pharmaceutical Sciences Portfolio Head

              Hiep Huatan, Principal Scientist

              Snezana Milojevic, Principal Scientist


              BENTLEY Appointees:

              Robert J. Gyurik, Vice President, Pharmaceutical Research (Bentley
              Co-Chair)

              James R. Murphy, Chief Executive Officer

              Robert M. Stote, MD., Chief Science Officer and Medical Director

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              Paul Fitzgibbons,  Project Management  Director (may act from time
              to time as a substitute member)

       5.3.   Chair.  The JWC  shall  be  chaired  by two  co-chairpersons,  one
              appointed by Pfizer and the other appointed by BENTLEY.

       5.4.   Meetings. The JWC shall meet at least quarterly,  at places and on
              dates selected by each party in turn. Representatives of Pfizer or
              BENTLEY or both,  in  addition  to members of the JWC,  may attend
              such meetings at the invitation of either party.

       5.5.   Minutes. The JWC shall keep accurate minutes of its deliberations,
              which record all proposed decisions and all actions recommended or
              taken.  Drafts of the minutes  shall be  delivered to all Research
              Committee  members  within  five  (5)  business  days  after  each
              meeting.  The party hosting the meeting shall be  responsible  for
              the  preparation  and  circulation  of the  draft  minutes.  Draft
              minutes shall be edited by the co-chairpersons and shall be issued
              in final form only with their approval and agreement.

       5.6.   Decisions. All decisions of the JWC shall be made by consensus.

       5.7.   Expenses. Pfizer and BENTLEY shall each bear all expenses of their
              respective members related to their participation on the JWC.

6.     TREATMENT OF CONFIDENTIAL INFORMATION.

       6.1.   Confidentiality.

              (a)    Pfizer  and  BENTLEY  each   recognize   that  the  other's
                     Confidential   Information   constitutes  highly  valuable,
                     confidential  information.  Subject to the  obligations set
                     forth  hereunder  and the  publication  rights set forth in
                     Section 6.2,  Pfizer and BENTLEY each agree that during the
                     term of this Agreement and for seven (7) years  thereafter,
                     it will keep confidential, and will cause its Affiliates to
                     keep confidential,  all BENTLEY Confidential Information or
                     Pfizer Confidential  Information,  as the case may be, that
                     is disclosed to it, or to any of its Affiliates pursuant to
                     this Agreement. Neither Pfizer nor BENTLEY nor any of their
                     respective   Affiliates   shall   use   such   Confidential
                     Information   of  the  other  party   except  as  expressly
                     permitted in this Agreement.

              (b)    Pfizer and BENTLEY  each agree that any  disclosure  of the
                     other's Confidential  Information to any officer,  employee
                     or agent  of the  other  party or of any of its  Affiliates
                     shall be made only if and to the extent  necessary to carry
                     out its rights and  obligations  under this  Agreement  and
                     shall be limited to the maximum extent possible  consistent
                     with such  responsibilities.  Pfizer and BENTLEY each agree
                     not to disclose the other's Confidential Information to any
                     third  parties  under  any  circumstance   without

<PAGE>

                     written  permission  from the  other  party  except  to the
                     extent  necessary to exercise  its rights  pursuant to this
                     Agreement  or to comply  with  applicable  law.  Each party
                     shall take such action,  and shall cause its  Affiliates to
                     take such action, to preserve the  confidentiality  of each
                     other's  Confidential  Information as it would  customarily
                     take   to   preserve   the   confidentiality   of  its  own
                     Confidential  Information.  Each party will  return all the
                     Confidential  Information  disclosed  to  the  other  party
                     pursuant  to  this  Agreement,  including  all  copies  and
                     extracts  of  documents,  within  sixty  (60)  days  of the
                     request upon the  termination of this Agreement  except for
                     one (1) copy which may be kept for archival purposes.

              (c)    BENTLEY  and  Pfizer  each   represent   that  all  of  its
                     employees, and any consultants to such party, participating
                     in the  Research  Program  who shall have  access to Pfizer
                     Technology,  BENTLEY  Technology  or Joint  Technology  and
                     Pfizer  Confidential  Information and BENTLEY  Confidential
                     Information   are  bound  by  agreement  to  maintain  such
                     Confidential Information in confidence.

       6.2.   Publication.  Either party may submit for  publication  or present
              results  obtained in the course of the work performed  pursuant to
              this  Agreement  following   scientific  review  by  the  JWC  and
              subsequent  approval by the management of both BENTLEY and Pfizer,
              which approval shall not be unreasonably withheld. After both such
              managements  receive  the  proposed  publication,  they shall give
              written  approval  or  disapproval  within  thirty (30) days for a
              manuscript  and within  fourteen (14) days for any other  proposed
              presentation.

       6.3.   Publicity.   Except  as  required  by  law  (including  disclosure
              required by applicable  federal securities  regulations),  neither
              party may disclose the terms of this Agreement without the written
              consent  of  the  other  party,   which   consent   shall  not  be
              unreasonably withheld;  provided, however, that, upon agreement of
              the parties,  the parties will issue a press  release with respect
              to its  contents;  and,  further  provided,  that  copies  of this
              Agreement may be disclosed in confidence by BENTLEY to prospective
              investors, banks and other sources of financing and as required by
              law.

7.     INTELLECTUAL PROPERTY:

       7.1.   Pfizer will own all Pfizer Technology , Pfizer Patent Rights,  and
              Program Technology.

       7.2.   BENTLEY will own all BENTLEY Technology and Bentley Patent Rights.

       7.3.   Grants of Research and Post-Agreement Licenses.

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              (a)    Pfizer hereby  grants  BENTLEY a  nonexclusive,  worldwide,
                     royalty-free  license  or  sublicense,  as the case may be,
                     including the right to grant sublicenses to Affiliates,  to
                     make  and  use  Pfizer  Confidential  Information,   Pfizer
                     Technology,  Compounds, and Pfizer Patent Rights during the
                     term of this  Agreement  solely for the  performance of the
                     work described in the Protocol or Purchase Orders.

              (b)    BENTLEY hereby grants Pfizer a  non-exclusive  license with
                     the right to grant  sublicenses to Affiliates,  to make and
                     use   all   BENTLEY   Confidential   Information,   BENTLEY
                     Technology  and BENTLEY  Patent  Rights solely for research
                     purposes,  including the  performance of the work described
                     in the Protocol or Purchase Orders.  Such license shall not
                     permit  Pfizer to sell,  or make for sale any  products  or
                     processes.

       7.4.   Pfizer  shall  not  commercialize  the  Program  Technology  until
              BENTLEY and Pfizer have executed a separate  license  agreement to
              manufacture,   use,  sell,  offer  for  sale  and  import  BENTLEY
              Technology  and/or  BENTLEY  Patent  Rights  that  are part of the
              Program Technology.

8.     COMPOUNDS: BENTLEY shall use Compounds only to perform the work described
       in the  Protocol and Purchase  Orders under the terms and  conditions  of
       this  Agreement,  shall keep  confidential  the results of such work with
       respect to such  Compounds,  and shall  return to Pfizer or  destroy  any
       portions of such Compounds remaining at the conclusion of the work.

9.     REPORTS:  At the  conclusion  of the  work  described  in the  Agreement,
       Protocol and  Purchase  Orders,  each party will provide a  comprehensive
       summary report to the other  including  Franz cell data and plans for any
       additional work by Pfizer with Bentley Technology.

10.    NOTICES:  Any notices  permitted or required  pursuant to this  Agreement
       shall be deemed  effective if made in writing and sent,  postage prepaid,
       return receipt requested, or by overnight delivery as follows:


       IF TO PFIZER:               Pfizer Inc
                                   Pfizer Global Research & Development
                                   Eastern Point Road
                                   Groton, CT 06340
                                   Attn:    Exec. VP, Research
                                   cc:      Assistant General Council-Research

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             Progress Reports should be sent to:

                                   Dr. Keith Horspool
                                   Pfizer Global Research & Development
                                   Eastern Point Road
                                   Groton, CT 06340
                                   cc: Dr. Fredrick L. Naids

             Invoices should be sent to:

                                   Pfizer Inc
                                   North American Shared Services
                                   P.O. Box 34600
                                   Bartlett, TN 38184-0600

         IF TO BENTLEY:            Bentley Pharmaceuticals, Inc.
                                   65 Lafayette Road, Third Floor
                                   North Hampton, NH 03862-2403
                                   Attn: General Counsel
                                   cc: President

11.    INDEMNIFICATION:   Pfizer  shall  defend,  indemnify  and  hold  harmless
       BENTLEY,  its  employees,  directors,  trustees  and  officers,  from and
       against  any and all  liability  which it may incur by reason of Pfizer's
       use of the  Compounds.  BENTLEY shall  indemnify  Pfizer,  its employees,
       consultants,  directors  and  officers  for any  claims for  injuries  to
       persons or damages,  which occur on BENTLEY's  premises or premises under
       the exclusive control of BENTLEY.

12.    ENTIRE AGREEMENT: This Agreement, Protocols, Purchase Orders and Invoices
       issued by either  party  pursuant to it, sets forth the entire  agreement
       between Pfizer and BENTLEY as to its subject matter. None of the terms of
       this agreement shall be amended except in writing signed by both parties.

13.    BREACH: If either party breaches this agreement,  the other may terminate
       it if the  breaching  party does not cure the breach  within  thirty (30)
       days of written notice of the same. The right of termination  shall be an
       addition to any other rights the  terminating  party may have,  at law or
       equity, pursuant to this Agreement.

14.    TERMINATION:  Either party retains the right to terminate this Agreement,
       with or without cause,  at any time, and will provide the other a written
       thirty (30) days notice of termination  the other.  No termination  under
       this Article  "Termination" or Article "Breach" shall prejudice BENTLEY's
       right to  payment  for  work  performed  or  expenses  incurred  prior to
       termination.

15.    FORCE MAJEURE:  Neither Pfizer nor BENTLEY shall be liable for failure of
       or delay in  performing  obligations  set  forth in this  Agreement,  and
       neither shall be

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       deemed in breach of its  obligations,  if such failure or delay is due to
       natural  disasters or any causes  reasonably beyond the control of Pfizer
       or BENTLEY.

16.    COMPLIANCE  WITH  LAWS:  Both  Pfizer  and  BENTLEY  shall  comply in all
       material  respects with the requirements of all applicable  laws,  rules,
       regulations  and  orders  of any  government  authority  in  handling  or
       disposing of the Compounds.

17.    CHOICE OF LAW: This Agreement  shall be construed in accordance  with the
       laws of the State of New York.





AGREED:                                   AGREED:


BENTLEY PHARMACEUTICALS, INC.             PFIZER INC


By:    /s/ JAMES MURPHY                   By:    /s/ B.W. CUE
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Name:  James Murphy                       Name:  B.W. Cue
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Title: Chairman and CEO                   Title: V.P. of Pharmaceutical Science
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Date:  25 October 2001                    Date:  November 1, 2001
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