EXHIBIT 10.2

                              EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT is entered into as of the 31st day of August 1998 (the
"Effective  Date"),  by and between  BENTLEY  PHARMACEUTICALS,  INC.,  a Florida
corporation (the "Employer") and Robert M. Stote (the  "Employee"),  as the same
may be  modified,  supplemented,  amended or  restated  from time to time in the
manner provided herein.

                                    RECITALS

The Employer  desires to employ the  Employee,  and the  Employee  desires to be
employed by the Employer,  all upon the terms and  provisions and subject to the
conditions set forth in this Agreement.

                                   WITNESSETH

NOW THEREFORE,  in  consideration  of the foregoing  premises and other good and
valuable  consideration,  the  receipt  and  sufficiency  of  which  are  hereby
acknowledged, the parties hereto agree to be legally bound as follows:

         1.  Employment.  The  Employer  hereby  employs the  Employee,  and the
Employee  hereby  accepts  such  employment,  upon the terms and  subject to the
conditions set forth in this Agreement.

         2. Term. Subject to the termination  provisions  hereinafter contained,
the  term of  employment  under  this  Agreement  shall be for an  initial  term
commencing  on the  Effective  Date and  terminating  on August 31,  2001.  This
Agreement  and  the  Employee's   employment   hereunder  shall   thereafter  be
automatically  renewed for  successive  one year  terms,  unless  terminated  as
hereinafter  provided.  The  term of  employment  hereunder,  and any  extension
thereof pursuant to this paragraph, are referred to as the "Term."

         3.       Compensation, Reimbursement, Etc.

                  (a)  Salary.  The  Employer  shall  pay  to  the  Employee  as
compensation for all services  rendered by the Employee a salary (the "Salary"),
which shall equal $75,000 per annum,  payable in  accordance  with the Company's
regular salary practices.

                  (b) Expense  Reimbursement.  The Employer shall  reimburse the
Employee on a  semi-monthly  basis for all reasonable  expenses  incurred by the
Employee  in the  performance  of his  duties  under this  Agreement;  provided,
however,  that the Employee shall have  previously  furnished to the Employer an
itemized  account,  satisfactory  to the  Employer,  in  substantiation  of such
expenditures.

                  (c) Benefits.  The Employer  shall provide the Employee with a
health  insurance  allowance  equivalent  to  that  previously  provided  to the
Employee.  The Employer shall continue carrying a term life insurance policy for
the Employee with a value equal to $225,000 and a disability


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policy for the  Employee  payable to the  Employee's  estate or  directly to the
Employee in the event of the  Employee's  disability  (as set forth in Section 6
(b)). All other  benefits  covered under the  employment  agreement  between the
Employer and the Employee dated June 12, 1995 will be continued.

                  (d) Bonuses.  The Employee  shall be eligible for bonuses each
year, payable in cash and/or common stock of the Employer,  as determined by the
Compensation Committee (the "Compensation  Committee") of the Board of Directors
of the Employer (the "Board") in accordance  with this Section 3(d)(i) and (ii).
Such  compensation  will be awarded as soon as practicable  after the Employer's
annual organizational  meeting (the "Annual Meeting") of the Board. It is hereby
understood between the Employer and the Employee that upon (i) the attainment of
the Employer's posting of its second  consecutive  quarter of pre-tax net profit
or announcement of a merger with another company,  the Employee will be eligible
for a bonus  award,  or (ii) bonuses  (payable in common stock of the  Employer)
will be determined based upon, but not limited to,  improvement in the financial
position  of the  Employer,  strategic  alliances,  purchase  of  new  products,
purchase  of   technologies,   purchase  of  development   products  for  future
commercialization, attainment of patents, product registrations submitted and/or
approved,  as well as specific  personal and corporate  goals which the Employee
will submit to the  Compensation  Committee within 30 days of the Annual Meeting
of the Board which the Compensation Committee will review, approve or modify and
return the goals document (the "Document") to the Employee for submission to the
Board for ratification.  Each year the Compensation  Committee will consider and
weigh each agreed upon objective set forth in the Document,  separating the U.S.
from  international  operations.  The  Employee  will be  evaluated by the Chief
Executive Officer and the recommendations of the Chief Executive Officer will be
considered   by   the    Compensation    Committee,    prior   to   the   Annual
Meeting/Stockholder's  meeting,  based upon the  Document  and  presented to the
Employee at the time of the Annual Meeting.

                  (e) Annual Review. The Employee shall be reviewed by the Board
on each anniversary of the Effective Date of this Agreement.

                  (f) Stock  Option  Plan.  The  Employee  shall be eligible for
periodic  stock option grants under the 1991 Stock Option Plan (the "Plan"),  or
any other plan, as determined by the Compensation Committee.

         4.  Duties.  The  Employee  is  engaged as the Chief  Science  Officer/
Medical  Director.  In addition,  the Employee  shall have such other duties and
hold such offices as may from time to time be reasonably  assigned to him by the
Board.

         5.  Extent  of  Services.  During  the term of  employment  under  this
Agreement,  the Employee  shall devote on average one and one-half days per week
(six  days per  month) to the  benefit  and  business  of the  Employer  and its
affiliates.  The  Employee  shall  work as many  additional  days  per  month as
required  by  the  Employer  and  shall  be  compensated  on a  per  diem  basis
commensurate  with  his  Salary.  Employee  may act as a  consultant  to or as a
director of any company that does not compete directly with Employer,  approved,
in advance, by the Chief Executive Officer of the

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Employer,  so long as  Employee  will not be placed in a position of conflict of
interest as set forth in Section 11 hereof.

         6.       Termination Following Death or Incapacity.

                  (a) Death.  All rights of the  Employee  under this  Agreement
shall terminate upon death (other than rights accrued prior  thereto).  All Plan
Options (as defined  below) shall vest in accordance  with the terms of the Plan
and shall be  exercisable  for a period  of time as set  forth in the Plan.  All
Non-Plan  Options (as defined below) shall  immediately vest and transfer to the
Employee's  estate and be  exercisable  for a period of 5 years or the period of
time indicated in the option  contract,  whichever is greater.  However,  at the
election of the Employee's estate, all Plan Options may be terminated and may be
replaced with Non-Plan  Options (the  "Replacement  Options").  The  Replacement
Options  shall have the same terms as set forth in the Plan,  except  that terms
relating to Non-Plan  Options  (as defined  below),  which are set forth in this
Agreement and which vary the terms of the Plan shall govern.  Additionally,  the
Employer  shall pay to the estate of the  Employee  any unpaid  salary and other
benefits due as well as reimbursable  expenses accrued and owing to the Employee
prior to his death. The Employer shall have no additional  financial  obligation
under this Agreement to the Employee or his estate.

                  (b)      Disability.

                           (i)  During  any  period of  disability,  illness  or
incapacity  during the term which  renders  the  Employee  at least  temporarily
unable to perform the services required under this Agreement, the Employee shall
receive  throughout  which time,  his Salary payable under Section 3 (a) of this
Agreement,  less any benefits  received by him under any insurance carried by or
provided by the Employer;  provided  however,  all rights of the Employee  under
this Agreement  (other than rights already  accrued) shall terminate as provided
below upon the Employee's permanent disability (as defined below).

                           (ii) The term "permanent  disability" as used in this
Agreement shall mean the inability of the Employee,  as determined by the Board,
by reason of physical or mental disability to perform the duties required of him
under  this  Agreement  after a  period  of:  (a) 120  consecutive  days of such
disability;  or (b)  disability  for at least  six  months  during  any 12 month
period.  Upon  such  determination,  the  Board  may  terminate  the  Employee's
employment under this Agreement upon ten days prior written notice. In the event
of  permanent  disability,  all Plan  Options (as defined  below)  shall vest in
accordance  with the terms of the Plan and shall be exercisable  for a period of
time as set forth in the Plan and all Non-Plan  Options (as defined below) shall
immediately  vest and be  exercisable  for a period of 5 years or the  period of
time indicated in the option  contract,  whichever is greater.  However,  at the
election of the Employee upon a  termination  under this Section 6 (b), all Plan
Options may be terminated  and may be replaced  with  Replacement  Options.  The
Replacement  Options shall have the same terms as set forth in the Plan,  except
that terms relating to Non-Plan Options (as defined below),  which are set forth
in this Agreement and which vary the terms of the Plan shall govern.


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                           (iii) If any  determination of the Board with respect
to permanent disability is disputed by the Employee, the parties hereto agree to
abide by the decision of a panel of three physicians.  The Employee and Employer
shall  each  appoint  one  member,  and the third  member of the panel  shall be
appointed  by the other two  physicians.  The  Employee  agrees to make  himself
available for and to submit to reasonable examinations by such physicians as may
be directed by the  Employer.  Failure to submit to any such  examination  shall
constitute  a material  breach of this  Agreement.  In the event such a panel is
convened,  the party whose position is not sustained by the panel shall bear all
associated costs.

         7.       Other Terminations.

                  (a)      Without Cause.

                           (i) Either the Employee or the Employer may terminate
this Agreement upon written notice, 30 days prior to the end of the Term.

                           (ii)  If  the  Employee  gives  notice   pursuant  to
paragraph (i) above, the Employer shall have the right to either (a) relieve the
Employee,  in whole or in part,  of his  duties  under this  Agreement  (without
reduction in  compensation)  or (b) to  accelerate  the date of  termination  to
coincide  with  the  date on which  the  written  notice  is  received  (without
reduction in compensation for the notice period).

                           (iii)  Notwithstanding  any  provision  hereof to the
contrary,  the Employer may terminate this Agreement  without cause at any time.
If the Employer  terminates  this  Agreement  pursuant to the provisions of this
paragraph 7 (a) (iii), it shall pay to the Employee as a severance  benefit,  in
cash,  an amount equal to 2.99 times the average of the  Employee's  salary plus
bonus  for the  five-year  period  preceding  the  year  in  which  the  date of
termination occurs, all Plan Options (as defined below) shall vest in accordance
with the terms of the Plan and shall be exercisable  for a period of time as set
forth in the Plan and all Non-Plan Options (as defined below) shall  immediately
vest and be exercisable by the Employee for a period of 5 years or the period of
time indicated in the option  contract,  whichever is greater.  However,  at the
election of the Employee upon a  termination  under this Section 7 (a), all Plan
Options may be terminated  and may be replaced  with  Replacement  Options.  The
Replacement  Options shall have the same terms as set forth in the Plan,  except
that terms relating to Non-Plan Options (as defined below),  which are set forth
in this Agreement and which vary the terms of the Plan shall govern.

                  (b)      For Cause.

                           (i) The Employer may terminate this Agreement without
notice  (a)  upon  the  Employee's  breach  of any  material  provision  of this
Agreement, or (b) for other "good cause" (as defined below).


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                           (ii) The term "good cause" as used in this  Agreement
shall  include,  but  shall not be  limited  to:  (a)  conduct  disloyal  to the
Employer;  (b)  conviction  of any  crime  involving  moral  turpitude;  and (c)
substantial dependence,  as determined by the Board, on any addictive substance,
including  but not limited to alcohol,  amphetamines,  barbiturates,  methadone,
cannabis,  cocaine, PCP, THC, LSD, or narcotic drug. Should the Employee dispute
such a  determination,  the parties  hereto  agree to abide by the decision of a
panel of three physicians  selected in a manner provided in Section 6(b)(iii) of
this Agreement.  In the event such a panel is convened, the party whose position
is not sustained by the panel shall pay all associated costs and expenses.

                           (iii) Payment on  Termination.  If this  Agreement is
terminated  pursuant to Section 7(b), the Employer shall pay to the Employee any
unpaid salary and other benefits and reimbursable  expenses accrued and owing to
the Employee.  Such payment  shall be in full and complete  discharge of any and
all liabilities or obligations of the Employer to the Employee  hereunder except
as provided in Section 8 hereof.  The  Employee  shall be entitled to no further
benefits  under this Agreement  other than  extension of health  benefits at the
Employee's  expense and Plan Options (as defined below) shall vest in accordance
with the terms of the Plan and shall be exercisable  for a period of time as set
forth in the Plan and all Non-Plan Options (as defined below) options awarded to
the Employee shall  immediately  vest and be exercisable for a period of 5 years
or the period of time indicated in the contract, whichever is greater.

         8.       Termination of Employment Upon Change in Control.

                  (a) For purposes hereof, a "Change in Control" shall be deemed
to have occurred (i) if there has occurred a "change in control" as such term is
used in Item  6(e) of  Schedule  14A of  Regulation  14A  promulgated  under the
Securities  Exchange Act of 1934,  as in effect at the date hereof  (hereinafter
referred to as the "Act"); (ii) if there has occurred a change in control as the
term "control" is defined in Rule 12 b-2  promulgated  under the Act; (iii) when
any  "person"  (as such term is defined in  Sections 3 (a) (9) and 13 (d) (3) of
the Act), during the Term,  becomes a beneficial owner,  directly or indirectly,
of securities of the Employer  representing  20% or more of the Employer's  then
outstanding  securities  having the right to vote on the election of  directors;
(iv) if the stockholders of the Employer approve a plan of complete  liquidation
or  dissolution  of the  Employer  or a merger  or  consolidation  in which  the
Employer is not the surviving corporation; (v) if there has occurred a change in
ownership or effective control of the Employer or a change in the ownership of a
substantial portion of the assets of the Employer (within the meaning of Section
280G (b) (2) (A) of the Internal  Revenue Code of 1986, as amended (the "Code");
or (vi) when the  individuals  who are  members of the Board on the date  hereof
shall cease to constitute at least a majority of the Board;  provided,  however,
that any new director  whose election to the Board or nomination for election to
the Board by the Employer's stockholders was approved by a vote of the directors
then  still  in  office,  shall  not  be  deemed  to  have  replaced  his or her
predecessor.

                  (b) The  Employee may  terminate  his  employment  at any time
within 12  months  after a Change in  Control  and in the event  that any of the
following  events has occurred:  (i) an assignment to the Employee of any duties
inconsistent with the status of the Employee's office and/or


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position  with the Employer as  constituted  immediately  prior to the Change in
Control or a significant adverse change in the nature or scope of the Employee's
authorities, powers, functions or duties as constituted immediately prior to the
Change in Control, (ii) a failure by the Employer, after having received written
notice  from the  Employee  specifying  a  material  breach  of its  obligations
pursuant to this Agreement,  to cure such breach within 30 days after receipt of
such notice or (iii) the headquarters of the Employer is moved to a new location
which is more than 100 miles from its location on the Effective Date.

                  An  election  by the  Employee  to  terminate  his  employment
following  a Change in Control  shall not be deemed a voluntary  termination  of
employment  by the Employee for the purpose of  interpreting  the  provisions of
this Agreement or any of the Employer's employee benefit plans and arrangements.
The  Employee's  continued  employment  with the Employer for any period of time
during the Term after a Change in Control  shall not be  considered  a waiver of
any right he may have to terminate his employment to the extent  permitted under
this Section 8 (b).

                  If the Employer terminates the Employee without cause pursuant
to Section 7 (a) hereof within 12 months after a Change in Control has occurred,
such  termination  shall be deemed an election by the Employee to terminate  his
employment pursuant to this Section 8.

                  In addition,  in the event of such  termination,  the Employee
shall  continue to have the  obligations  provided for in Sections 10 and 11 (b)
hereof.

                  (c)  If  the  Employee's   employment  with  the  Employer  is
terminated under Section 8 (b) hereof,  (i) the Employee shall be paid in a lump
sum, within 30 days after termination of employment,  in cash,  severance pay in
an amount  equal to 2.99 times the average of the  Employee's  salary plus bonus
for the  five-year  period  preceding  the year in which the  Change in  Control
occurs or that amount of salary that would have been due to the Employee through
the  expiration of the term of this  Agreement,  whichever is greater;  (ii) the
Employee shall be issued a number of stock options to purchase  shares of common
stock (the "Common  Stock") of the Employer equal to the number of stock options
(vested and non-vested) held by the Employee  immediately prior to the effective
date of any Change of Control;  to the extent that a sufficient number of shares
of Common Stock are  available  under the Plan,  options to purchase such shares
shall be issued under the Plan (the "Plan Shares"), and to the extent that there
are an  insufficient  number of shares  available under the Plan, such number of
options to purchase  shares shall be issued  outside of the Plan (the  "Non-Plan
Shares");  the exercise  price of the shares  underlying  the Plan Options shall
equal  the fair  market  value  of the  Common  Stock on the date of  Employee's
termination and the exercise price of the shares underlying the Non-Plan Options
shall  equal the closing bid price of the Common  Stock on the  Effective  Date;
(iii) all stock options held by the Employee  immediately prior to the effective
date of the Change of Control and those Plan Options granted pursuant to Section
8 (c)(ii) shall  immediately vest and become fully exercisable for the period of
time indicated in the option contract, and all Non-Plan Options granted pursuant
to Section 8 (c)(ii) shall  immediately vest and become fully  exercisable for a
period of five years or the  period of time  indicated  in the  option  contact,
whichever is greater;  however, at the election of the Employee, if the Employee
is to receive options


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pursuant to this section, all Plan Options may be terminated and may be replaced
with Replacement  Options;  the Replacement Options shall have the same terms as
set forth in the Plan, except that terms relating to Non-Plan Options, which are
set forth in this  Agreement and which vary the terms of the Plan,  shall govern
and (iv) benefits,  as provided in Section 3(c), shall continue until the end of
the Term, as if the Employee  continued to remain as an employee of the Employer
through the end of the Term.

                  The lump sum severance payment described in this Section 8 (c)
(i)-(iv) is  hereinafter  referred  to as the  "Termination  Compensation".  The
amount of the Termination  Compensation  shall be determined,  at the expense of
the Employer,  by its regular certified public  accountant  immediately prior to
the Change in  Control  (the  "Accountant").  Upon  payment  of the  Termination
Compensation and any other accrued compensation,  this Agreement shall terminate
(except  for the  employee's  obligations  pursuant to Sections 9, 10 and 11 (b)
hereof) and be of no further force or effect.

                  (d)  Notwithstanding  the  foregoing,  if the  majority of the
Board  approves a  transaction  which  results in a Change in  Control,  (i) the
Employee may not terminate his employment pursuant to Section 8 (b) (iii) hereof
and (ii) the  amount  paid to the  Employee  in Section 8 (c)  hereof,  shall be
calculated  using the  multiplier 2.0 rather than 2.99 as set forth in Section 8
(c).

                  (e) After a Change in Control has occurred, the Employer shall
honor the Employee's  exercise of the Employee's  outstanding  stock options and
any other stock related rights,  in accordance  with this Employment  Agreement.
After a  Change  in  Control  has  occurred  and the  Employee's  employment  is
terminated as a result thereof,  the Employee (or his designated  beneficiary or
personal  representative)  shall also receive,  except to the extent duplicative
pursuant to Section 8 (c) (i) hereof or otherwise,  the sums the Employee  would
otherwise have received  (whether under this Agreement,  by law or otherwise) by
reason of termination of employment if a Change in Control had not occurred.

                  (f)   Notwithstanding   anything  in  this  Agreement  to  the
contrary,  the Employee shall have the right, prior to the receipt by him of any
amounts due  hereunder,  to waive the  receipt  thereof  or,  subsequent  to the
receipt  by him of any  amounts  due  hereunder,  to  treat  some or all of such
amounts  as a loan from the  Employer  which  the  Employee  shall  repay to the
Employer,  within 90 days from the date of  receipt,  with  interest at the rate
provided in Section 7872 of the Code.  The repayment of the loan balance will be
with the deferred  severance  funds which will then be supplied by the Employer.
Notice of any such waiver or  treatment  of amounts  received as a loan shall be
given by the  Employee to the  Employer in writing and shall be binding upon the
Employer.

                  (g) The Employee shall not be required to mitigate the payment
of the  Termination  Compensation or other benefits or payments by seeking other
employment.  To the extent  that the  Employee  shall,  after the Term,  receive
compensation from any other employment,  the payment of Termination Compensation
or other benefits or payments shall not be adjusted.

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         9. Disclosure,  Proprietary Rights. The Employee agrees that during the
Term of his  employment by the  Employer,  he will disclose only to the Employer
all ideas, methods, plans, formulas, processes, trade secrets,  developments, or
improvements known by him which relate directly to the business of the Employer,
including any lines of business,  acquired by the Employee during his employment
by the Employer;  provided, that nothing in this Section 9 shall be construed as
requiring any such communication  where the idea, plan, method or development is
lawfully  protected from disclosure,  including but not limited to trade secrets
of third parties. For purposes of this Agreement,  the term "the business of the
Employer"  shall  include,  without  limitation,   the  following:  the  design,
development, obtaining regulatory approval, production, manufacturing, marketing
and licensing of  prescription  and  non-prescription  drugs,  medical  devices,
medical  instruments  and methods for the  diagnosis,  evaluation,  treatment or
correction of any disease,  injury, illness or other medical or health condition
and such other lines of business as the Employer shall engage in during the Term
hereof. The parties further agree that any inventions,  formulas, trade secrets,
ideas,  or secret  processes  which shall arise from any disclosure  made by the
Employee  pursuant to this paragraph,  whether or not  patentable,  shall be and
remain the sole property of the  Employer.  Exceptions  to this  paragraph  will
exist when such inventions,  formulas, trade secrets, ideas, or secret processes
are clearly the result of the  Employee's  consultation  with or  employment  by
another company or entity.

         10. Confidentiality.  The Employee agrees to keep in strict secrecy and
confidence any and all information  the Employee  assimilates or to which he has
access  during his  employment  by the Employer and which has not been  publicly
disclosed  and is not a matter of common  knowledge in the fields of work of the
Employer.  The Employee agrees that both during and after the Term of employment
by the Employer,  he will not,  without  prior written  consent of the Employer,
disclose any such  confidential  information  to any third person,  partnership,
joint venture, company, corporation, or other organization.

         11.      Conflict of Interest.

                  (a) Conflict of Interest. The Employee shall devote on average
one and one-half  days per week (six days per month) to the benefit and business
of the  Employer.  Employee may act as a  consultant  to or as a director of any
company, that does not compete directly with Employer,  approved, in advance, by
the  Chief  Executive  Officer,  so long as  Employee  will not be  placed  in a
position  of  conflict  of  interest.  Employee  shall be  deemed to not be in a
position of a conflict of interest if Employee  consults  with a company and the
projects that Employee consults in connection with, and is involved with, do not
directly conflict with the business of the Employer.

                  (b)  Covenant  Not to  Solicit.  During  employment  with  the
Employer, and for a period of two years thereafter,  the Employee agrees he will
refrain from and will not,  directly or indirectly,  as independent  contractor,
employee,  consultant,  agent, partner, joint venturer or otherwise,  solicit or
encourage any of the employees of the Employer to terminate their employment.

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                  (c)  Essential  Element.  It is  understood by and between the
parties  hereto that the foregoing  restrictive  covenants set forth in Sections
10, 11 (a), 11 (b) and 12 are essential elements of this Agreement, and that but
for the  agreement of the Employee to comply with such  covenants,  the Employer
would not have agreed to enter into this Agreement.  Notwithstanding anything to
the contrary in this Agreement,  the terms and provisions of Sections 11 (a), 11
(b) and 12 of this Agreement,  together with any definitions  used in such terms
and  provisions,  shall survive the termination or expiration of this Agreement.
The  existence  of any  claim or cause of  action of the  Employee  against  the
Employer,   whether  predicated  on  this  Agreement  or  otherwise,  shall  not
constitute a defense to the enforcement by the Employer of such covenants.

         12. Specific Performance.  The Employee agrees that damages at law will
be  insufficient  remedy to the Employer if the  Employee  violates the terms of
Sections 9, 10 or 11 of this  Agreement and that the Employer shall be entitled,
upon application to a court of competent  jurisdiction,  to obtain injunctive or
other  equitable  relief to  enforce  the  provisions  of such  Sections,  which
injunctive or other equitable relief shall be in addition to any other rights or
remedies  available to the  Employer,  and the Employee  agrees that he will not
raise and hereby  waives any  objection  or  defense  that there is an  adequate
remedy available at law.

         13.  Compliance  with Other  Agreements.  The Employee  represents  and
warrants that the execution of this Agreement by him and his  performance of his
obligation  hereunder  will not  conflict  with,  result  in the  breach  of any
provision  of,  terminate,  or constitute a default under any agreement to which
the Employee is or may be bound.

         14. Waiver of Breach.  The waiver by the Employer of a breach of any of
the  provisions  of this  Agreement by the Employee  shall not be construed as a
waiver of any subsequent breach by the Employee.

         15. D&O  Insurance;  Indemnification.  The  Employer  hereby  agrees to
maintain in full force and effect for the duration of this Agreement, Director's
and Officer's  Liability  Insurance of at least  $2,000,000 and to indemnify and
hold  harmless  to the full  extent  permitted  by law,  the  Employee  for acts
performed by him in carrying out his duties and  responsibilities  in accordance
with this Agreement.

         16.  Binding  Effect,  Assignment.  The rights and  obligations  of the
Employer under this Agreement shall inure to the benefit of and shall be binding
upon the  successors  and assigns of the Employer.  This Agreement is a personal
employment  contract and the rights,  obligations  and interests of the Employee
hereunder may not be sold, assigned, transferred, pledged or hypothecated.

         17.  Successors  and Assigns;  Assignment.  Whenever in this  Agreement
reference is made to any party,  such  reference  shall be deemed to include the
successors,  assigns,  heirs,  and legal  representatives  of such  party,  and,
without  limiting  the  generality  of  the  foregoing,   all   representations,
warranties,  covenants and other agreements made by or on behalf of the Employee
in this  Agreement  shall inure to the benefit of the  successors and assigns of
the Employer; provided, however, that


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<PAGE>



nothing herein shall be deemed to authorize or permit the Employee to assign any
of his rights or obligations  under this Agreement to any other person  (whether
or not a family member or other  affiliate or the Employee  other than stated in
Section 6 of this  Agreement),  and the  Employee  covenants  and agrees that he
shall not make any such assignments.

         18.  Modification,  Amendment,  Etc.  Each and every  modification  and
amendment of this Agreement shall be in writing and signed by all of the parties
hereto,  and each and every  waiver of, or consent to any  departure  from,  any
representation,  warranty, covenant or other term or provision of this Agreement
shall be in writing and signed by each affected party hereto.

         19.  Notice.  Any notice  required or  permitted to be given under this
Agreement  shall  be  sufficient  if in  writing  and if  sent by  certified  or
registered mail, first class,  return receipt  requested,  to the parties at the
following addresses:

                  To the Employer:          Bentley Pharmaceuticals, Inc.
                                            One Urban Centre
                                            Suite 548
                                            4830 West Kennedy Boulevard
                                            Tampa, FL 33609

                  To the Employee:          Robert M. Stote
                                            6210 Pasadena Point Boulevard
                                            Gulfport, FL 33707

         20. Severability. It is agreed by the Employer and Employee that if any
portion  of  the  covenants  set  forth  in  this   Agreement  are  held  to  be
unreasonable,  arbitrary  or against  public  policy,  then that portion of such
covenants shall be considered  divisible both as to time and geographical  area.
The  Employer and  Employee  agree that if any court of  competent  jurisdiction
determines  the  specified  time  period  or  the  specified  geographical  area
applicable to this  Agreement to be  unreasonable,  arbitrary or against  public
policy, then a lesser time period or geographical area which is determined to be
reasonable,  non-arbitrary and not against public policy may be enforced against
the Employee.  The Employer and Employee agree that the foregoing  covenants are
appropriate  and reasonable when considered in light of the nature and extent of
the business conducted by the Employer.

         21. Entire  Agreement.  This  Agreement  contains the entire  agreement
between the Employer and the Employee and  supersedes  all prior  agreements and
understandings,  oral or written,  with respect to the subject matter hereof. It
is  expressly  agreed  that the terms of this  Agreement  govern any prior stock
option grants to the Employee.

         22.  Headings.  The  headings  contained  in  this  Agreement  are  for
reference  purposes only and shall not affect the meaning or  interpretation  of
this Agreement.


                                       10

<PAGE>


         23.  Governing Law. This  Agreement  shall be construed and enforced in
accordance with the laws of the State of Florida.

         24.  Counterparts.  This  Agreement may be executed in two  counterpart
copies of the entire  document or of signature  pages to the  document,  each of
which may be executed by one or more of the  parties  hereto,  but all of which,
when taken together, shall constitute a single agreement binding upon all of the
parties hereto.


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

                                            BENTLEY PHARMACEUTICALS, INC.

                                            By: /s/ James R. Murphy  
                                            ------------------------------------
                                            James R. Murphy
                                            Chairman, President and Chief
                                            Executive Officer



                                            EMPLOYEE


                                            /s/ Robert M. Stote
                                            ------------------------------------
                                            Robert M. Stote

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