EXHIBIT 10.3
                              EMPLOYMENT AGREEMENT

THIS  EMPLOYMENT  AGREEMENT  is entered into as of the 1st day of July 1998 (the
"Effective  Date")  by and  between  Bentley  Pharmaceuticals.  Inc.,  a Florida
corporation, (the "Employer") and Michael D. Price (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  as  the  Vice  President,  Chief  Financial  Officer,
Secretary  and  Treasurer  of the  Employer  upon the terms and  subject  to the
conditions  set  forth  in this  Agreement.  The  Employee  shall,  without  any
compensation  in  addition  to  that  which  is  specifically  provided  in this
Agreement,  serve in such  further  offices or  positions  with  Employer or any
subsidiary of Employer or  (collectively,  the  "Employer  Group") as shall from
time to time be reasonably requested by the Board of Directors of Employer. Each
office and position  within the Employer Group in which Employee may serve or to
which  he may be  appointed  shall  be  consistent  in  title  and  duties  with
Employee's positions.

2. Term. Subject to the termination provisions  hereinafter contained,  the term
of employment  under this Agreement  shall be for an initial term of two and one
half years,  commencing on the Effective  Date and  terminating  on December 31,
2000. This Agreement and the Employee's employment hereunder shall thereafter be
automatically  renewed for successive one (1) 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) Base Salary.  Effective July 1, 1998, the Employer shall pay to the Employee
as compensation for all services  rendered by the Employee an annual base salary
of $160,000 plus annual bonuses as determined by the  Compensation  Committee of
the Board of  Directors,  subject to Sections 3(d) and 3(e).  Beginning  Jan. 1,
1999 the base  salary  will be  adjusted  to  $168,000.  Annual  reviews  of the
Employee will be on a calendar year basis thereafter. 


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(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 Employee shall be entitled to health and other benefits on the
same terms and  conditions  as the Employer  has made  available to the Employee
during his initial employment contract dated 12 June 1995, i.e. participation in
the Employer's  Health Plan. The Employer shall obtain a term life insurance and
disability  policy for the  Employee  with a value  equal to at least one year's
base salary payable to the estate of the Employee upon the  Employee's  death or
to the Employee in the event of disability as provided in Section 7(a) hereof.

(d) Bonuses.  The Employee shall be eligible for a bonus on or prior to December
31, 1998,  payable in common stock of the Employer in an amount to be determined
by the  Compensation  Committee.  Thereafter,  during the Term  starting Jan. 1,
1999,  the Employee  shall be eligible for bonuses of up to 50% of annual salary
each year,  payable in cash and/or  common stock as  determined  by the Board of
Director's Compensation Committee.  Such compensation will be awarded as soon as
practicable after March 15th. It is hereby  understood  between the Employer and
the Employee  that upon (i). the  attainment  of the  Employer's  posting of its
second consecutive posting of quarterly net profit, or closing a year with a net
profit,  or  announcement  of a  merger  into  another  company,  or the sale or
transfer  of  all or  substainially  all of  the  pharmaceutical  assets  of the
Company,  the Employee will be eligible for a cash bonus award,  OR (ii). Upon a
Change in Control  (as  defined  below),  the  Employee  will be entitled to the
maximum  cash bonus award.  OTHERWISE,  (iii).  bonuses  (payable in cash and/or
common stock of the Company) will be determined  based upon, but not limited to,
his  contribution to improvement in financial  position of the Company,  without
regard to budgeted research and development  expenditures.  Other  consideration
will be given to raising of capital,  as well as specific personal and corporate
goals established by the CEO and Board of Directors.

(e) Annual  Review.  The  Employee  shall be  reviewed  by the CEO who will give
recommendations  to the compensation  committee of the Board of Directors of the
Employer on an annual  (calendar  year) basis.  The Employee will be eligible to
receive a minimum of 5% increase in base salary and issuance of stock options as
determined by the Board's Compensation Committee.

(f) Stock Option Plan.  Beginning in April 1999,  the Employee  will be eligible
for periodic  stock option  grants under the 1991 Stock Option Plan (the "Plan")
as determined by the Board of Director's Compensation Committee.

4.  Duties.  The  Employee  is engaged as the Vice  President,  Chief  Financial
Officer,  Secretary  and Treasurer of the  Employer.  In addition,  the Employee
shall have such other  

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duties and hold such offices as may from time to time be reasonably  assigned to
him by the Board of Directors of the Employer.

5. Extent of Services.  During the Term of employment under this Agreement,  the
Employee  shall  devote his full time,  energy and  attention to the benefit and
business of the Employer and its affiliates and shall not be employed by another
entity, except as a consultant to or as a director of a non-competitive  company
or a company that could be of strategic  interest to the Employer  approved,  by
the Employer's Board of Directors.

6.  Vacation  and Days Off.  The  Employee  may take a maximum  of four weeks of
vacation  each  calendar  year,  at times  to be  determined  in a  manner  most
convenient  to the  business  of the  Employer.  A  maximum  of one week  unused
vacation may be carried over from one calendar  year to the next or will be paid
to the Employee.

7.  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 Plan and 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  from the date of his death or
     the period of time as set forth in the Non-Plan Option Contract,  whichever
     is greater. 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  at the time of his death.  The  Employer  agrees to
     maintain life insurance on the Employee equivalent to one year's salary and
     will be payable to the Employee's estate upon his death. The Employer shall
     have  no  additional  financial  obligation  under  this  Agreement  to the
     Employee or his estate beyond the term-life  insurance benefit as discussed
     above.

(b)  Disability.
     (i) During any period of disability,  illness or incapacity during the term
     of this Agreement 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 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 of Directors of
     the  Employer,  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 twelve month period. Upon such  determination,  the Board
     of Directors may terminate the Employee's  employment  under this Agreement
     upon ten  (10)  days  prior  written  notice.  In the  event  of  permanent
     disability  all Plan Options (as defined  below)  shall vest in  accordance
     with 

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     the terms of the Plan and will be  exercisable  for a period of time as set
     forth  in  the  Plan.  All  Non-Plan   Options  (as  defined  below)  shall
     immediately  vest and will be exercisable for a period of five years or the
     period of time indicated in the option contract, whichever is greater.
     (iii) If any  determination  of the  Board of  Directors  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 exam shall  constitute  a material  breach of this  Agreement.  In the
     event such a panel is convened,  the party whose  position is not sustained
     will bear all the associated costs.

8.       Other Terminations.

(a)      Without Cause.

     (i) Either the Employee or the Employer may terminate  this  Agreement upon
     written notice, sixty (60) days prior to the end of the initial term or any
     one-year  extension of this  Agreement.  (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) Not withstanding any provisions 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 8(a)
     (iii),  it shall pay to the Employee as a severance  benefit,  in cash,  an
     amount  equal to the  Employee's  Annual Base  Salary plus bonus,  all Plan
     Options (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  (defined  below)  shall  immediately  vest  and  be
     exercisable  by the  Employee  for a period of five  years or the period of
     time indicated in the Non-Plan Option contract whichever is greater.

(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).  (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 of
     Directors of the employee,  on any addictive  substance,  including but not
     limited  to 

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<PAGE>

     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 as described in section 7 (b) (iii).

(c)  Payment on Termination. If this Agreement is terminated pursuant to Section
     8(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 9 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  (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  (defined below)
     awarded to the Employee 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.

8.   Termination of Employment Upon Change in Control.

(a)  For purposes hereof, a "Change in Control" shall be deemed to have occurred
     if: (i) 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  as  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 12b-2 promulgated under
     the Act;  (iii) when any "person" (such term is defined in Section3 (a) (9)
     and 13 (d) (3) of the Act),  during the term of this  Agreement,  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  of  effective  control 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 of  Directors  of the  Employer on the date hereof shall cease to
     constitute  at least a majority of the Board of Directors of the  Employer,
     provided,  however,  that any new director  whose  election to the Board of
     Directors or nomination  for election to the Board of 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 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  position  with the Employer as  constituted
     immediately prior 


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<PAGE>


     to the Change in Control or a significant  adverse  change in the nature or
     scope of the Employee's  compensation 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.

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 of
this Agreement after a Change of Control shall not be considered a waiver of any
right he may have to terminate his employment to the extent permitted under this
Section 9 (b).

If the Employer  terminates the Employee without cause pursuant to Section 8 (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 9. In addition,  in the event of such termination,  the Employee
shall continue to have the obligation provided for in Sections 11 and 12 hereof.

(c). If the Employee's  employment with the Employer is terminated under Section
     9 (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 2.9
     times his Base  Salary plus  bonuses,  or that amount of salary and bonuses
     that would have been due to the Employee through the expiration of the Term
     of this Agreement, whichever is the greater; Notwithstanding the foregoing,
     if the  majority of the Board of  Directors  approves a  transaction  which
     results in a Change of Control,  the amount paid to the  Employee  shall be
     calculated  using a  multiplier  of 2.0 rather than 2.9.  (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 or non-vested)  held by the Employee  immediately  prior to
     the  effective  date  of  any  Change  in  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
     Options"),  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 Options");  the exercise
     price of the shares underlying the Plan Options shall equal the fair market
     value  of the  Employer's  Common  Stock  on  the  date  of the  Employee's
     termination  and the exercise  price of the shares  underlying the Non-Plan
     Options shall equal the closing bid price of the Employer's Common Stock on
     the Effective Date of this  Agreement;  and (iii) all stock options held by
     the  Employee  immediately  prior to the  effective  date of the  Change in
     Control and those Plan Options granted pursuant to Section 9 (c) (ii) 


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     shall  immediately  vest and become fully  exercisable for a period of time
     indicated in the option contract, and all Non-Plan Options granted pursuant
     to Section 9 (c)(ii) shall  immediately  vest and become fully  exercisable
     for a period  of 5 years or the  period  of time  indicated  in the  option
     contract,  whichever is greater; however, at the option of the Employee, if
     the  Employee  is to receive  options  pursuant to this  section,  all Plan
     Options may be terminated  and may be replaced  with  Non-Plan  Options and
     (iv)  benefits,  as provided in Section 3 (c), shall continue until the end
     of the Term as if the Employee  continued to remain in  employment  through
     the end of the Term of this Agreement.

The lump sum  severance  payment  described  in this  Section 9 (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 outside  certified public accountant  organization.  Upon payment of
the Termination Compensation and any other accrued compensation,  this Agreement
shall terminate (except for the Employee's  obligations pursuant to Sections 10,
11, 12, 13 and 14 hereof) and be of no further force or effect.

(d) 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(s) shall also receive, except to the extent already paid pursuant
to Section 9 (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 as if a Change of Control had not occurred.
 (e)  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 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 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.
 (f)  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 of this
Agreement,  receive  compensation  from any other  employment,  the  payment  of
Termination Compensation or other benefits or payments shall not be adjusted.

8.       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 


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<PAGE>

secrets,  developments,  or  improvements  known by him which relate directly or
indirectly  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  10  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 the  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, 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 form any  disclosure  made by the  Employee  pursuant  to this  paragraph,
whether  or not  patentable,  shall  be and  remain  the  sole  property  of the
Employer.

11.      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 his 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.

12.      Non-Competition

Through the Term of this Agreement and for a period of one year  thereafter,  if
the Employee is terminated  for good cause the Employee  covenants  that he will
not engage,  directly or indirectly,  alone or in conjunction with others, as an
agent,  employee,  investor,  director,  shareholder  or partner in any business
which provides  products,  information  and/or  services to the public which are
competitive with those provided by the Employer Group;  provided,  however, that
the ownership by the Employee of 5% or less of the issued and outstanding shares
of any class of securities which is traded on a national securities exchange or,
in the over the counter  market shall not  constitute a breach of the provisions
of this section. Through the Term of this Agreement and for a period of one year
thereafter,  the  Employee  will not on his own behalf or on behalf of any other
business  enterprise,  directly or  indirectly,  solicit or induce any creditor,
customer, client, supplier,  officer, employee or agent of the Employer Group to
sever  his/her  or its  relationship  with or leave the  employ of the  Employer
Group.

13.      Conflict of Interest

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<PAGE>

(a) Conflict of Interest.  The employee  shall devote his full time,  energy and
attention to the benefit and business of the  employer  and its  affiliates  and
shall not be employed by another  entity,  except as permitted in Section 5. (b)
Essential  Element.  It is understood by and between the parties hereto that the
foregoing  restrictive covenants set forth in Sections 10, 11, 12, and 13(a) and
14 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 entered
into this Agreement. Notwithstanding anything to the contrary in this Agreement,
the terms and provisions of Sections 11, and 12, 13(a) and 14 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.

14.      Specific Performance.

The  Employee  agrees  that  damages at law will be  insufficient  remedy to the
Employer if the  employee  violates the terms of Sections 10, 11, or 12 or 13 of
this  Agreement and that the Employer shall be entitled,  upon  application to a
court of  competent  jurisdiction,  to obtain  injunctive  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 at law.

15.      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.

16.      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.

17.      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.



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<PAGE>


18.      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 or assigned
or hypothecated.

19.      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 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 7 of this
Agreement),  and the  Employee  covenants  and agrees that he shall not make any
such assignments.

20.      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.

21.      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:

Employer:    Bentley Pharmaceuticals, Inc     Employee:  Michael D. Price
             Two Urban Centre, Suite 400                 11114 Carrollwood Dr.
             4890 W, Kennedy Blvd.                       Tampa, FL 33618
             Tampa, FL 33609

22.      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 specific time period or the
specified  geographical  area  applicable to this 

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<PAGE>


Agreement to be unreasonable , arbitrary or against public policy, then a lesser
time  period  or  geographical   are  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.

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

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

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

26.  Counterparts.  This Agreement may be executed in two counterparts 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.

Employer:                                      Employee:
Bentley Pharmaceuticals, Inc.                  Michael D. Price
                                               ---------------------------------
By:  ________________________                  By:  /s/ Michael D. Price



Compensation Committee                Chairman, President and CEO
Bentley Pharmaceuticals, Inc.
Board of Directors                    By: ________________________



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