EXHIBIT 4.9

                      2001 DIRECTORS' STOCK OPTION PLAN OF
                          BENTLEY PHARMACEUTICALS, INC.
                       NONQUALIFIED STOCK OPTION CONTRACT


          THIS NONQUALIFIED STOCK OPTION CONTRACT entered into as of _______ __,
200_  between  Bentley  Pharmaceuticals,   Inc.,  a  Delaware  corporation  (the
"Company"), and ______________ (the "Optionee").

                              W I T N E S S E T H:
                              - - - - - - - - - -

          1. The Company,  in accordance with the allotment made by the Board of
Directors of the Company or the  committee of the Board of Directors  designated
to administer the Plan (collectively,  the  "Administrators") and subject to the
terms and  conditions  of the 2001  Directors'  Stock Option Plan of the Company
(the  "Plan"),  grants to the  Optionee an option to purchase  an  aggregate  of
______  shares of the Common  Stock,  $.02 par value per share,  of the  Company
("Common  Stock") at an  exercise  price of $____ per share.  This option is not
intended to constitute  an incentive  stock option within the meaning of Section
422 of the Internal Revenue Code of 1986, as amended (the "Code").

          2. (a) The term of this  option  shall be ten (10) years from the date
hereof, subject to earlier termination as provided in the Plan.

             (b) Except as provided in  Paragraph 4 hereof,  this option  shall,
provided the Optionee is then a director of the Company,  become  exercisable on
________.

             (c) The right to purchase  shares of Common Stock under this option
shall be  cumulative,  so that if the full  number  of shares  purchasable  in a
period shall not be purchased,  the balance may be purchased at any time or from
time  to  time  thereafter,   but  not  after  the  expiration  of  the  option.
Notwithstanding  the foregoing,  this option may not be exercised at any time in
an amount  less than 100 shares (or the  remaining  shares  then  covered by and
purchasable under the option if less than 100) and in no event may a fraction of
a share of Common Stock be purchased under this option.

          3. This option  shall be  exercised  by giving  written  notice to the
Company at its then principal  office,  Attention:  Secretary,  stating that the
Optionee is exercising  the option  hereunder,  specifying  the number of shares
being  purchased and  accompanied  by payment in full of the aggregate  purchase
price therefor (a) in cash or by certified check, (b) with the  authorization of
the  Administrators,  with previously  acquired shares of Common Stock having an
aggregate  fair market  value,  on the date of exercise,  equal to the aggregate
exercise price of all options being exercised,  or (c) with the authorization of
the Administrators, any combination of the foregoing.

          4. The Company may withhold cash and/or, with the authorization of the
Administrators,  shares of Common  Stock to be  issued  to the  Optionee  in the
amount which the Company  determines  is necessary to satisfy its  obligation to
withhold  taxes or other amounts


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incurred by reason of the grant or exercise of this option or the disposition of
the underlying  shares of Common Stock.  Alternatively,  the Company may require
the Optionee to pay the Company such amount in cash promptly upon demand.

          5. Notwithstanding the foregoing, this option shall not be exercisable
by the Optionee unless (a) a Registration  Statement under the Securities Act of
1933,  as amended  (the  "Securities  Act") with respect to the shares of Common
Stock to be received  upon the exercise of this option  shall be  effective  and
current at the time of exercise or (b) there is an exemption  from  registration
under the  Securities  Act for the  issuance of the shares of Common  Stock upon
such exercise.  The Optionee hereby represents and warrants to the Company that,
unless such a  Registration  Statement is  effective  and current at the time of
exercise  of this  option,  the  shares  of Common  Stock to be issued  upon the
exercise of this option will be acquired by the  Optionee  for his own  account,
for investment only and not with a view to the resale or  distribution  thereof.
In any event,  the Optionee  shall notify the Company of any proposed  resale of
the shares of Common  Stock  issued to him upon  exercise  of this  option.  Any
subsequent  resale or  distribution  of shares of Common  Stock by the  Optionee
shall be made only pursuant to (x) a Registration Statement under the Securities
Act which is effective  and current with respect to the sale of shares of Common
Stock being sold or (y) a specific exemption from the registration  requirements
of the Securities Act, but in claiming such exemption, the Optionee shall, prior
to any offer of sale or sale of such shares of Common Stock, provide the Company
(unless waived by the Company) with a favorable  written opinion of counsel,  in
form and substance  satisfactory to the Company, as to the applicability of such
exemption  to the  proposed  sale  or  distribution.  Such  representations  and
warranties shall also be deemed to be made by the Optionee upon each exercise of
this option.  Nothing  herein  shall be  construed  as requiring  the Company to
register the shares subject to this option under the Securities Act.

          6. The Company may affix appropriate legends upon the certificates for
shares of Common  Stock  issued upon  exercise of this option and may issue such
"stop transfer"  instructions to its transfer agent in respect of such shares as
it determines,  in its discretion, to be necessary or appropriate to (a) prevent
a violation of, or to perfect an exemption from, the  registration  requirements
of the Securities Act, (b) implement the provisions of the Plan or this Contract
or any other agreement between the Company and the Optionee with respect to such
shares of Common Stock or (c) permit the Company to determine the  occurrence of
a  "disqualifying  disposition,"  as described in Section 421(b) of the Code, of
the shares of Common Stock transferred upon the exercise of this option.

          7.  Nothing in the Plan or herein  shall  confer upon the Optionee any
right to  continue  in the  employ  of the  Company,  any  Parent  or any of its
Subsidiaries,  or interfere in any way with any right of the Company, any Parent
or any of its  Subsidiaries  to terminate  such  employment  at any time for any
reason  whatsoever  without  liability to the Company,  any Parent or any of its
Subsidiaries.

          8. The Company and the  Optionee  agree that they will both be subject
to and bound by all of the terms and  conditions of the Plan, a copy of which is
attached hereto as Exhibit A and made a part hereof.  Any  capitalized  term not
defined  herein shall have the


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meaning ascribed to it in the Plan. In the event of a conflict between the terms
of this Contract and the terms of the Plan, the terms of the Plan shall govern.

          9. The  Optionee  represents  and agrees  that he will comply with all
applicable  laws  relating to the Plan and the grant and exercise of this option
and the  disposition of the shares of Common Stock acquired upon exercise of the
option,  including  without  limitation,  federal and state securities and "blue
sky" laws.

          10. This option is not transferable by the Optionee  otherwise than by
will or the laws of descent and  distribution  and may be exercised,  during the
lifetime  of  the  Optionee,  only  by the  Optionee  or  the  Optionee's  legal
representatives.

          11. This  Contract  shall be binding  upon and inure to the benefit of
any  successor or assign of the Company and to any heir,  distributee,  or Legal
Representative entitled to the Optionee's rights hereunder.

          12. This Contract  shall be governed by, and construed and enforced in
accordance  with,  the laws of the  State of  Delaware,  without  regard  to the
conflicts of law rules thereof.

          13. The  invalidity or  illegality  of any provision  herein shall not
affect the validity of any other provision.

          14. The  Optionee  agrees  that the Company may amend the Plan and the
options  granted to the  Optionee  under the Plan,  subject  to the  limitations
contained in the Plan.

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

                                         BENTLEY PHARMCEUTICALS, INC.


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


                                            ------------------------------------
                                             _______________, Optionee


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                                                          Address



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