Exhibit 10.32
                       Amendment to Mohammed ABD El Shafy
                              EMPLOYMENT AGREEMENT

         EMPLOYMENT  AGREEMENT  (the  "Agreement")  dated  as of the  9th day of
April, 2004, between NOVADEL PHARMA INC., a Delaware corporation  (together with
its  successors  and  assigns  referred  to herein as the  "Corporation"),  with
principal executive offices located 25 Minneakoning Road, Flemington, New Jersey
08822  and  MOHAMMED  ABD  EL-SHAFY,  PHD.,  residing  at 428  Town  Line  Road,
Hauppauge, Long Island, New York 11788 (the "Executive").


          WHEREAS,  the Corporation  desires to continue to employ Executive and
to have him continue to render  services under the terms and  conditions  hereof
and has authorized and approved the execution of this Agreement; and

         WHEREAS,   Executive   desires  to  continue  to  be  employed  by  the
Corporation under the terms and conditions hereinafter provided;

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

         1.       EMPLOYMENT, DUTIES AND ACCEPTANCE.

                  1.1   SUPERCESSION   OF  FORMER   AGREEMENT.   This  Agreement
supercedes, and replaces, in its entirety, a former Employment Agreement between
the parties dated May 15, 2002.

                  1.2 SERVICES.  During  employment  hereunder,  Executive shall
hold  the  position  of  Vice  President  -  Pharmaceutical  Development  of the
Corporation, and shall have the responsibilities and authority as established by
the Board of Directors of the Corporation  (the "Board") and shall report to the
President of the Corporation. Executive shall devote Executive's entire business
time, attention, knowledge and skills faithfully,  diligently and to the best of
Executive's  ability  in  furtherance  of the  business  and  activities  of the
Corporation (the "Services"). The principal place of performance by Executive of
services  hereunder shall be at the principal offices of the Corporation or such
other place as the President may designate.

                  1.3 ACCEPTANCE.  Executive  hereby accepts such employment and
agrees to render the Services.

         2.       TERM OF EMPLOYMENT.

                  2.1 TERM. The Executive's employment under this Agreement (the
"Term") shall begin as of the Effective Date (as hereinafter  defined) and shall
continue for a term of three (3) years,  unless  sooner  terminated  pursuant to
Sections 5 or 9 of this  Agreement.  Notwithstanding  anything  to the  contrary
contained  herein,  the  provisions of this  Agreement  governing  Protection of
Confidential  Information  shall  continue in effect as  specified in Section 10
hereof and survive the expiration or termination  hereof. Upon the expiration of
the Term of the Agreement,  it shall  automatically  renew itself for additional
successive one-year periods,  unless the Corporation shall give Executive ninety
days notice of  non-renewal  in advance of the expiration of the initial Term or
any subsequent renewal period.

                  2.2 EFFECTIVE  DATE.  The effective  date of this Agreement is
January 1, 2004.

         3.       BASE SALARY AND EXPENSE REIMBURSEMENT.

                  3.1 BASE SALARY.  As of the Effective  Date,  the  Corporation
shall pay  Executive  a salary (the "Base  Salary") at the rate of $200,000  per
year.  Within  ten (10) days of the date of  execution  of this  Agreement,  any
difference  between  the Base  Salary  set  forth  herein  and the  remuneration
actually paid to Executive  between the Effective Date and the date of execution
shall be paid to Executive by the Corporation in a lump sum.


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                  3.2  EXPENSE  REIMBURSEMENT.  All  travel  and other  expenses
reasonably incurred by Executive  incidental to the rendering of Services to the
Corporation  hereunder  shall  be  paid  by the  Corporation  or  reimbursed  to
Executive  upon receipt and  approval of expense  reports on  Corporation  forms
supported  by  appropriate  documentation.  From time to time,  Executive  shall
submit,  and obtain  approval for,  proposed  expense  budgets.  All  unbudgeted
expenses in excess of $1,000.00 (individually,  or collectively if in connection
with a single  related  subject or project  within a given month) shall  require
advance approval.

                  3.3  BONUSES.  In  addition,  Executive  shall be  entitled to
receive an incentive cash bonus of $10,000 for each lingual spray pharmaceutical
compound  formulation  developed by him  (multiple  dosage  strengths of a given
compound shall be deemed to be a single  formulation  unless otherwise agreed to
in writing) which  proceeds into a  company-sponsored  clinical  pharmacokinetic
study and  successfully  demonstrates  therapeutic  blood  levels  or  otherwise
successfully  enables the study to meet its stated  objective(s).  In  addition,
Executive may receive bonuses and other compensation in the form of stock, stock
options or other  property  or rights as may from time to time be awarded by the
Board in connection with Executive's employment.

                  3.4  STOCK  OPTIONS.  As of the  date  of  execution  of  this
Agreement,  the Corporation grants Executive Options under its 1997 Stock Option
Plan, to purchase 50,000 shares of the Corporations  common stock at an exercise
price equal to the closing  price of the  Corporation's  common  stock as of the
date of grant.  Such Options shall have a term of ten (10) years, and shall vest
in three equal annual  installments,  beginning on the first anniversary date of
this Agreement.

         4. Confidential Information.

                  4.1 Corporation  Information.  In connection with  Executive's
employment,  the  Corporation  has  made  and will  make  available  to him that
Confidential Information of the Corporation that will enable him to optimize the
performance of his duties to the Corporation.  In exchange,  Executive agrees to
use  such  Confidential   Information  solely  for  the  Corporation's  benefit.
Notwithstanding  the  preceding   sentence,   Executive  agrees  that  upon  the
termination  of his  employment for any reason,  the  Corporation  shall have no
obligation to provide or otherwise make available to him any of its Confidential
Information.  Executive  understands that  "Confidential  Information" means any
Corporation proprietary information,  technical data, trade secrets or know-how,
including,  but not limited to,  research,  product plans,  products,  services,
customer lists and customers  (including,  but not limited to,  customers of the
Corporation on whom Executive  called or with whom he became  acquainted  during
the  term  of his  employment),  markets,  software,  developments,  inventions,
processes,  formulas,  technology,  designs,  drawings,  engineering,   hardware
configuration  information,  marketing,  finances or other business  information
disclosed to Executive  by the  Corporation  either  directly or  indirectly  in
writing,  orally or by drawings or observation of parts or equipment.  Executive
further  understand that  Confidential  Information  does not include any of the
foregoing  items which has become  publicly known and made  generally  available
through no wrongful  act or omission  of  Executive  or of others who were under
confidentiality  obligations as to the item or items involved or improvements or
new versions thereof.



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                  Executive   agrees  at  all  times  during  the  term  of  his
employment  and  thereafter,  to hold in strictest  confidence,  and not to use,
except for the  exclusive  benefit of the  Corporation,  or to  disclose  to any
person,  firm or corporation  without written  authorization of the President of
the Corporation, any Confidential Information of the Corporation.


                  4.2 FORMER EMPLOYER INFORMATION. Executive agrees that he will
not, during his employment with the Corporation,  improperly use or disclose any
proprietary information or trade secrets of any former or concurrent employer or
other  person or  entity  and that he will not bring  onto the  premises  of the
Corporation any unpublished document or proprietary information belonging to any
such employer, person or entity unless consented to in writing by such employer,
person or entity.


                  4.3 THIRD PARTY  INFORMATION.  Executive  recognizes  that the
Corporation has received and in the future will receive from third parties their
confidential or proprietary  information  subject to a duty on the Corporation's
part to maintain the  confidentiality of such information and to use it only for
certain  limited  purposes.  Executive  agrees to hold all such  confidential or
proprietary  information  in the strictest  confidence and not to disclose it to
any person, firm or corporation or to use it except as necessary in carrying out
his work for the Corporation  consistent with the  Corporation's  agreement with
such third party.

         5.       VOLUNTARY SEVERANCE.

                  5.1  TERMINATION BY EXECUTIVE FOR GOOD REASON.  If Executive's
employment  hereunder  shall be  terminated  by  Executive  for Good  Reason (as
defined  in  Section  9.4  hereof)  at any time  prior  to the end of the  Term,
Executive shall be entitled to receive from the Corporation,  in addition to any
Base Salary earned to the date of termination,  a severance payment in an amount
equal to one  year's  Executive's  Base  Salary,  payable  to the  Executive  in
biweekly increments. In the event of such termination, the amounts due hereunder
shall be payable without offset or defense or any obligation of the Executive to
mitigate damages.

                  5.2  TERMINATION  BY EXECUTIVE  WITHOUT  GOOD  REASON.  If the
Executive  terminates  employment without Good Reason (as defined in Section 9.4
hereof) at any time prior to the end of the Term, Executive shall be entitled to
receive from the  Corporation  payment of any unpaid  accrued Base Salary earned
through  the  date  of  termination.  In the  event  of  such  termination,  all
obligations  of  the  Corporation  hereunder  shall  terminate  on the  date  of
termination and the Executive's  termination  without Good Reason shall act as a
waiver of all claims to  compensation  which would have otherwise  accrued after
the date of termination.

         6.       ADDITIONAL BENEFITS.

         During Executive's employment, the Corporation shall cause Executive to
be covered by all the Corporation's  employee benefit plans, in effect from time
to time, for which  Executive is eligible,  including  without  limitation,  any
retirement plan or group insurance.

         7.       VACATION.

         Executive  shall be entitled to such  holidays as are in effect for all
of the  Corporation's  employees,  and to  personal  leave  in  accordance  with
Corporation policy as in effect from time to time. In addition,  Executive shall
be entitled to four weeks  vacation days (twenty  business  days) per year.  The
timing  of the  taking  of  vacation  is left to the  discretion  of  Executive,
provided the same is not inconsistent with the reasonable business  requirements
of the Corporation.  Vacation days not used by Executive during a given year may
be  accumulated  and carried  forward  only in accord  with the  policies of the
Corporation.

         8.       INDEMNIFICATION.

         The Corporation shall indemnify  Executive and hold Executive  harmless
against any and all expenses  reasonably  incurred by him in connection  with or
arising  out of (a) the  defense  of any  action,  suit or  proceeding  to which
Executive  is a named party,  or (b) any claim  asserted or  threatened  against
Executive,  provided,  in either  case,  the matter has arisen  because of or in
connection  with  Executive's  being or  having  been an  employee,  officer  or

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director of the Corporation,  whether or not he continues to be such at the time
the  expenses  indemnified  against  are  incurred,  except  insofar as (a) such
indemnification  may be  prohibited  by law, (b) the expenses  were  incurred in
connection  with a matter  where  the  Corporation  is or was in an  adversarial
position to Executive and the Corporation  prevailed  against  Executive in such
matter,  or (c) the expenses were incurred in connection  with a matter  arising
out a  material  breach  by  Executive  of  this  Agreement  or  of  Executive's
obligations to the Corporation.  Expenses  indemnified against include,  without
limitation,  reasonable  attorneys fees, money judgments and money  settlements,
provided the Corporation's  advance approval has been sought and obtained.  This
Section 8 is independent of any similar indemnification  obligation which may be
contained in the  Corporation's  Certificate of  Incorporation  or By-laws,  and
applies  as  well to  matters  attributable  to  Executive's  employment  by the
Corporation before the Effective Date of this Agreement, if applicable.

         9.       TERMINATION.

                  9.1  DEATH.   If  Executive  dies  during  the  Term  of  this
Agreement,  Executive's  employment hereunder shall terminate upon his death and
all  obligations  of the  Corporation  hereunder  shall  terminate on such date,
except that Executive's  estate or his designated  beneficiary shall be entitled
to payment of any unpaid accrued Base Salary through the date of his death.

                  9.2  DISABILITY.  If  Executive  shall be unable to  perform a
significant  part of his  duties and  responsibilities  in  connection  with the
conduct of the business and affairs of the  Corporation and such inability lasts
for a period of at least 180 consecutive days by reason of Executive's  physical
or mental  disability,  whether by reason of injury,  illness or similar  cause,
Executive shall be deemed disabled,  and the Corporation any time thereafter may
terminate Executive's  employment hereunder by reason of the disability.  During
such 180 day period,  the Base Salary and other  benefits  payable to  Executive
hereunder shall not be suspended or diminished,  except to the extent equivalent
to the extent of any  Corporation-provided  disability insurance in effect. Upon
delivery to Executive of notice to terminate, all obligations of the Corporation
hereunder shall terminate, except that Executive shall be entitled to payment of
any unpaid accrued Base Salary through the date of termination.  The obligations
of Executive under Section 10 hereof shall continue notwithstanding  termination
of Executive's employment pursuant to this Section 9.2.

                  9.3  TERMINATION  FOR CAUSE.  The  Corporation may at any time
during the Term, with 30 days prior written notice, terminate this Agreement and
discharge  Executive for Cause,  whereupon the  Corporation's  obligation to pay
compensation  or  other  amounts  payable  hereunder  to or for the  benefit  of
Executive shall terminate on the date of such discharge. As used herein the term
"Cause" shall be deemed to mean and include:  (i) a material breach by Executive
of this  Agreement  including  without  limitation  a breach by Executive of the
obligations  set  forth  in  Section  10  hereof;  (ii)  excessive  absenteeism,
alcoholism or drug abuse; (iii) substantial  neglect or inattention by Executive
of or to his duties  hereunder;  (iv)  willful  violation of specific and lawful
written or oral  direction  from the Board of Directors or the  President of the
Corporation  provided such direction is not  inconsistent  with the  Executive's
duties and  responsibilities  as Vice President - Pharmaceutical  Development of
the Corporation;  or (v) fraud, criminal conduct or embezzlement.  The following
shall be deemed a material breach for the purposes of Subsection (i) hereof: (a)
the  Executive's  conviction for, or a plea of nolo contendere to, a felony or a
crime involving moral turpitude (which,  through lapse of time or otherwise,  is
not  subject  to  appeal);   (b)  willful  misconduct  as  an  employee  of  the
Corporation;  or (c) willful or reckless disregard of his responsibilities under
this Agreement. The obligations of the Executive under Section 10 shall continue
notwithstanding  termination  of the  Executive's  employment  pursuant  to this
Section 9.3.

                  9.4  TERMINATION  BY EXECUTIVE.  The Executive  shall have the
right to terminate this Agreement for Good Reason, as hereinafter defined.  Good
Reason shall mean any of the following:  (i) any reduction by the Corporation of
the Executive's  compensation or benefits payable hereunder (it being understood
that a reduction of benefits  applicable  to all  employees of the  Corporation,
including  the  Executive,  shall not be deemed a reduction  of the  Executive's

<PAGE>

compensation  package for purposes of this  definition);  or (ii)  requiring the
Executive to be based  without his consent at a location  not within  reasonable
commuting distance of Flemington, New Jersey.

         10.      INTELLECTUAL PROPERTY; NON-COMPETITION.


                  10.1 INVENTIONS RETAINED AND LICENSED.  Executive has attached
hereto,  as Exhibit  A, a list  describing  all  inventions,  original  works of
authorship,  developments,  improvements,  and trade  secrets which were made by
Executive prior to his employment with the Company (collectively  referred to as
"Prior Inventions"), which belong to him, which relate to the Company's proposed
business,  products or research and  development,  and which are not assigned to
the Company  hereunder;  or, if no such list is attached,  Executive  represents
that  there are no such  Prior  Inventions.  Executive  agrees  that he will not
incorporate,  or permit to be incorporated,  any Prior Invention owned by him or
in which he has an interest into a Company  product,  process or machine without
the Company's prior written consent. Notwithstanding the foregoing sentence, if,
in the course of Executive's employment with the Company, he incorporates into a
Company  product,  process or machine a Prior Invention owned by him or in which
he has an interest, the Company is hereby granted and shall have a nonexclusive,
royalty-free,  irrevocable,  perpetual,  worldwide  license to make,  have made,
modify,  use and sell such Prior Invention as part of or in connection with such
product, process or machine.


                  10.2 ASSIGNMENT OF INVENTIONS.  Executive  agrees that he will
promptly make full written disclosure to the Company, will hold in trust for the
sole right and benefit of the Company,  and hereby assign to the Company, or its
designee,  all his right,  title, and interest in and to any and all inventions,
original works of authorship,  developments,  concepts,  improvements,  designs,
discoveries,  ideas,  trademarks or trade secrets,  whether or not patentable or
registrable  under  copyright  or similar  laws,  which he may solely or jointly
conceive or develop or reduce to practice, or cause to be conceived or developed
or  reduced  to  practice,  during the period of time he is in the employ of the
Company  (collectively  referred  to as  "Inventions"),  except as  provided  in
Section 10.6 below.  Executive  further  acknowledges that all original works of
authorship  which are made by him  (solely or jointly  with  others)  within the
scope of and during the period of  Executive's  employment  with the Company and
which are  protectible  by copyright  are "works made for hire," as that term is
defined in the United States  Copyright Act.  Executive  understands  and agrees
that the  decision  whether  or not to  commercialize  or market  any  invention
developed  by him solely or jointly  with  others is within the  Company's  sole
discretion and for the Company's sole benefit and that no royalty will be due to
Executive as a result of the Company's  efforts to  commercialize  or market any
such Invention.


                  10.3  INVENTIONS  ASSIGNED  TO THE  UNITED  STATES.  Executive
agrees to assign to the  United  States  government  all his right,  title,  and
interest in and to any and all  Inventions  whenever such full title is required
to be in the United  States by a contract  between  the  Company  and the United
States or any of its agencies.


                  10.4  MAINTENANCE  OF  RECORDS.  Executive  agrees to keep and
maintain  adequate and current  written  records of all  Inventions  made by him
(solely or jointly  with  others)  during  the term of his  employment  with the
Company. The records will be in the form of notes,  sketches,  drawings, and any
other format that may be specified by the Company. The records will be available
to and remain the sole property of the Company at all times.


                  10.5 PATENT AND COPYRIGHT  REGISTRATIONS.  Executive agrees to
assist the Company,  or its designee,  at the Company's expense, in every proper
way to  secure  the  Company's  rights  in the  Inventions  and any  copyrights,
patents, mask work rights or other intellectual property rights relating thereto
in any and all countries,  including,  but not limited to, the disclosure to the
Company  of all  pertinent  information  and  data  with  respect  thereto,  the
execution of all applications,  specifications, oaths, assignments and all other
instruments  which the Company  shall deem  necessary  in order to apply for and
obtain  such  rights  and in order to  assign  and  convey to the  Company,  its
successors,  assigns,  and nominees  the sole and  exclusive  rights,  title and
interest  in and to such  Inventions,  and any  copyrights,  patents,  mask work
rights or other intellectual property rights relating thereto. Executive further

<PAGE>

agrees that his obligation to execute or cause to be executed, when it is in his
power  to do so,  any  such  instrument  or  papers  shall  continue  after  the
termination of this  Agreement.  If the Company is unable because of Executive's
mental or physical incapacity or for any other reason to secure his signature to
apply for or to pursue any  application for any United States or foreign patents
or copyright  registrations  covering Inventions or original works of authorship
assigned to the Company as above, then Executive hereby  irrevocably  designates
and  appoints  the Company and its duly  authorized  officers  and agents as his
agent and  attorney  in fact,  to act for and in his behalf and stead to execute
and file any such  applications  and to do all other lawfully  permitted acts to
further  the   prosecution   and   issuance  of  letters   patent  or  copyright
registrations  thereon  with the same legal  force and effect as if  executed by
Executive.


                  10.6 EXCEPTION TO ASSIGNMENTS.  Executive understands that the
provisions of this Agreement  requiring  assignment of Inventions to the Company
shall not apply to any invention that he has developed  entirely on his own time
without  using the  Company's  equipment,  supplies,  facilities,  trade  secret
information or Confidential  Information except for those inventions that either
(i) relate at the time of  conception  or reduction to practice of the invention
to the Company's  business,  or actual or demonstrably  anticipated  research or
development of the Company or (ii) result from any work that Executive performed
for the Company.  Executive  will advise the Company  promptly in writing of any
inventions  that he  believes  meet the  foregoing  criteria  and not  otherwise
disclosed on Exhibit A.

                  10.7  NON-COMPETITION.  Executive  agrees  that,  for a period
beginning  with the  Effective  Date of this  Agreement and ending twelve months
after the date of termination of employment by the Company,  Executive will not,
either  individually  or in  conjunction  with any  person,  firm,  association,
syndicate, company or corporation,  directly or indirectly (as principal, agent,
employee,  director,  officer,  shareholder,  partner,  independent  contractor,
individual  proprietor,  or as an  investor  who has  made  advances,  loans  or
contributions  to  capital,  or in any other  manner  whatsoever)  compete  with
company in the business then  conducted by Company.  Executive also agrees that,
during such period,  Executive  will not solicit or  encourage  any persons who,
during such period,  were  employees of Company to (i)  terminate  such persons'
employment  with  Company;  or (ii) become  affiliated  with any  person,  firm,
association, syndicate, company or corporation which is in a business similar to
that of the Company and in which Executive,  either directly or indirectly,  has
an  interest.  If  Company  directs  Executive  to cease and  desist a  proposed
post-termination  course of conduct,  on the  grounds  that he is  proposing  to
compete  with the  Company's  business,  during this  one-year  post-termination
period,  Company shall compensate Executive by paying him his base Salary during
the period he is prevented from pursuing such activity.

                  10.8  ANTI-RAIDING.  Executive  agrees that during the term of
his  employment  hereunder,  and,  thereafter  for a  period  of one  (1)  year,
Executive  will  not,  as  principal,  agent,  employee,  employer,  consultant,
director or partner of any person,  firm,  corporation or business  entity other
that  the  Corporation,   or  in  any  individual  or  representative   capacity
whatsoever, directly or indirectly, without the prior express written consent of
the Corporation approach, counsel or attempt to induce any person who is then in
the employ of the  Corporation to leave the employ of the  Corporation or employ
or  attempt  to employ any such  person or  persons  who at any time  during the
preceding six months was in the employ of the Corporation.

                  10.9  INJUNCTION.  Executive  acknowledges  and  agrees  that,
because of the unique and  extraordinary  nature of his services,  any breach or
threatened  breach of any of the above provisions of this Section 10 hereof will
cause the Corporation  irreparable injury and incalculable harm and,  therefore,
the Corporation will have "no adequate remedies at law".  Executive,  therefore,
agrees in advance that  Corporation  shall be entitled to  injunctive  and other
equitable  relief for such  breach or  threatened  breach and that resort by the
Corporation to such injunctive or other equitable  relief shall not be deemed to
waive or to limit in any respect any right or remedy which the  Corporation  may
have with respect to such breach or threatened breach. The Executive agrees that
in such action,  if the  Corporation  makes a prima facie showing that Executive

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has  violated or  apparently  intends to violate any of the  provisions  of this
Section 10, the Corporation  need not prove either damage or irreparable  injury
in order to obtain injunctive  relief.  The Corporation and Executive agree that
any such action for injunctive or equitable  relief shall be heard in a state or
federal  court  situated in New Jersey and each of the parties  hereto agrees to
accept  service of process by  registered  mail and to otherwise  consent to the
jurisdiction of such courts.

                  10.10 NO INDEMNIFICATION.  The provisions of Section 8, above,
do not apply to any expenses  incurred by  Executive  in  defending  against any
claim made pursuant to this Section 10.

                  10.11  SEVERABILITY.  If any provision  contained  within this
Section 10 is found to be  unenforceable  by reason of the  extent,  duration or
scope  thereof,  or otherwise,  then such  restriction  shall be enforced to the
maximum extent permitted by law, and Executive agrees that such extent, duration
or scope may be modified in any proceeding brought to enforce such restriction.

         11.      ARBITRATION.

         Except with respect to any proceeding  brought under Section 10 hereof,
any controversy,  claim, or dispute between the parties, directly or indirectly,
concerning this Employment Agreement or the breach hereof, or the subject matter
hereof,  including  questions  concerning  the scope and  applicability  of this
arbitration clause,  shall be finally settled by arbitration in the State of New
Jersey  pursuant  to  the  rules  then  applying  of  the  American  Arbitration
Association. The arbitrators shall consist of one representative selected by the
Corporation, one representative selected by the Executive and one representative
selected  by the  first two  arbitrators.  The  parties  agree to  expedite  the
arbitration proceeding in every way, so that the arbitration proceeding shall be
commenced  within  thirty (30) days after request  therefore is made,  and shall
continue  thereafter,  without  interruption,  and  that  the  decision  of  the
arbitrators  shall be handed down within  thirty (30) days after the hearings in
the arbitration proceedings are closed. The arbitrators shall have the right and
authority to assess the cost of the arbitration proceedings and to determine how
their  decision  or  determination  as to each issue or matter in dispute may be
implemented or enforced.  The decision in writing of any two of the  arbitrators
shall be binding and conclusive on all of the parties to this Agreement.  Should
either  the  Corporation  or the  Executive  fail to appoint  an  arbitrator  as
required  by this  Section 11 within  thirty (30) days after  receiving  written
notice  from the other  party to do so, the  arbitrator  appointed  by the other
party  shall act for all of the parties  and his  decision  in writing  shall be
binding and conclusive on all of the parties to this Employment  Agreement.  Any
decision  or award of the  arbitrators  shall be  final  and  conclusive  on the
parties to this  Agreement;  judgment upon such decision or award may be entered
in any competent Federal or state court located in the United States of America;
and the application may be made to such court for  confirmation of such decision
or award for any order of enforcement  and for any other legal remedies that may
be necessary to effectuate such decision or award.

         12.      NOTICES.

         All notices,  requests,  consents and other communications  required or
permitted to be given hereunder, shall be in writing and shall be deemed to have
been  duly  given  if  delivered  personally  or sent  by  facsimile  or  mailed
first-class,  postage prepaid,  by registered or certified mail (notices sent by
mail shall be deemed to have been  given on the date  sent),  to the  parties at
their  respective  addresses  hereinabove  set forth or to such other address as
either  party shall  designate  by notice in writing to the other in  accordance
herewith.  Copies of all notices shall be sent to Robert F. Schaul, Esq. Esq. at
57 Dutch Lane, Ringoes, New Jersey 08551.

         13.      GENERAL.

                  13.1 GOVERNING  LAW. This  Agreement  shall be governed by and
construed  and  enforced in  accordance  with the local laws of the State of New
Jersey applicable to agreements made and to be performed entirely in New Jersey.

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


<PAGE>

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

                  13.4 SEVERABILITY.  If any of the provisions of this Agreement
shall be unlawful, void, or for any reason, unenforceable,  such provision shall
be  deemed  severable  from,  and  shall  in  no  way  affect  the  validity  or
enforceability of, the remaining portions of this Agreement.

                  13.5 WAIVER. The waiver by any party hereto of a breach of any
provision of this Agreement by any other party shall not operate or be construed
as a  waiver  of any  subsequent  breach  of the  same  provision  or any  other
provision hereof.

                  13.6  COUNTERPARTS.  This  Agreement may be executed in one or
more counterparts,  each of which shall be deemed an original,  but all of which
taken together shall constitute one and the same Agreement.

                  13.7 ASSIGNABILITY. This Agreement, and Executive's rights and
obligations  hereunder,  may not be assigned by Executive.  The  Corporation may
assign its rights,  together with its obligations,  hereunder in connection with
any sale,  transfer  or other  disposition  of all or  substantially  all of its
business or assets;  in any event the rights and  obligations of the Corporation
hereunder  shall be binding on its  successors  or  assigns,  whether by merger,
consolidation  or  acquisition  of all or  substantially  all of its business or
assets.

                  13.8  AMENDMENT.  This  Agreement  may be  amended,  modified,
superseded,  canceled, renewed or extended and the terms or covenants hereof may
be waived,  only by a written instrument executed by both of the parties hereto,
or in the case of a waiver,  by the party  waiving  compliance.  No  superseding
instrument, amendment,  modification,  cancellation, renewal or extension hereof
shall  require  the  consent or  approval  of any person  other than the parties
hereto. The failure of either party at any time or times to require  performance
of any  provision  hereof shall in no matter affect the right at a later time to
enforce  the  same.  No  waiver  by  either  party of the  breach of any term or
covenant  contained in this Agreement,  whether by conduct or otherwise,  in any
one or more  instances,  shall be deemed to be, or  construed  as, a further  or
continuing  waiver of any such  breach,  or a waiver of the  breach of any other
term or covenant contained in this Agreement.


<PAGE>


IN WITNESS  WHEREOF,  the parties have  executed  this  Agreement as of the date
first above written.




ATTEST:                                      NOVADEL PHARMA INC


By: /s/ Robert F. Schaul                     By: /s/ Gary A. Shangold
    --------------------------------            -------------------------------
        Robert F. Schaul, Secretary                  Gary A. Shangold, M.D.


WITNESS:



 /s/ Lynne Pyzik                                /s/ Mohammed Abd El-Shafy
------------------------------------            -------------------------------
                                                    Mohammed Abd El-Shafy