EXHIBIT 10.1


                           ELITE PHARMACEUTICALS, INC.
                              CONSULTING AGREEMENT

         CONSULTING  AGREEMENT,  dated as of November 4th, 2003 (the  "Effective
Date") between Elite Pharmaceuticals,  Inc., a Delaware corporation ("Company"),
with offices at 165 Ludlow Avenue, Northvale, New Jersey 07647 and Saggi Capital
Corp.,  with offices at 9 Prospect Hill Road  Extension,  Pine Plains,  New York
12567 ("Consultant").

         WHEREAS,   the  Company  anticipates  the  material  expansion  of  its
operations  as a  result  of (i)  funding  in the  form  of  debt,  equity  or a
combination  of debt  and  equity  in the  amount  of at least  $2,000,000  (the
"Funding") or (ii) the acquisition of Nostrum  Pharmaceuticals  Inc. a privately
held  corporation  engaged in the development and  distribution of drug delivery
systems (the "Nostrum Acquisition").

         WHEREAS the Company desires to secure the  availability of the services
on  a  consulting  basis  of  an  advisor  with  the  financial   knowledge  and
sophistication possessed by Consultant upon the completion of the Funding or the
Nostrum  Acquisition and Consultant  desires to make itself available to provide
such services.

         NOW THEREFOR IT IS HEREBY AGREED THAT:

         1. Upon  consummation  of the  earlier of the  Funding  or the  Nostrum
Acquisition (the "Effective  Date"),  Consultant agrees to make itself available
to provide and to provide at the prior  request of the  Company  its  consulting
services on a nonexclusive basis in connection with the financial affairs of the
Company.  Consultant's  services  will  include  advice with  respect to overall
strategic planning, financing opportunities,  acquisition policy, commercial and
investment banking  relationships and stockholder matters and such other related
services as may be mutually  agreed upon by  Consultant  and the Company.  In no
event, however, shall Consultant be required to provide services hereunder which
(i) exceed 40 hours in the aggregate  during any fiscal  quarter of the Company,
(ii) after a date one year from the  Effective  Date at which time the Agreement
will  terminate  except for Sections 4, 5 and 6 hereof,  and (iii) which require
Consultant to travel beyond a 50 mile radius from New York City.

         2. In  consideration  of  Consultant's  agreement  to provide  services
pursuant to this  Agreement,  Consultant  shall be entitled to receive,  and the
Company agrees to pay Consultant $75,000 payable in twelve monthly  installments
of $6,250  each with the  first  installment  to be paid at the end of the first
month  following  the  Effective  Date  and to issue  on the  Effective  Date to
Consultant a Warrant in the form of Exhibit A hereto to purchase  100,000 shares
of the common stock, par value $.01 per share, of the Company,  which contains a
provision for a cashless exercise.

         3. The Company will  reimburse  Consultant for reasonable and necessary
expenses  incurred by Consultant in performing the services  hereunder,  at cost
and without any markup or profit to Consultant.  In all events, the Company will
not  reimburse  any general,  administrative  or overhead  costs of  Consultant.
Consultant  agrees,  as a condition  to  receiving  any such  reimbursement,  to
provide an itemized detail of Consultant's  expenses incurred as a result of any
such request.

         4.  Except as  provided  in this  Section  4,  during  the term of this
Agreement and for so long as secrecy is maintained, Consultant will not disclose
any Confidential  Information of the Company to any person, firm, corporation or
other  entity  for any reason or purpose  whatsoever  (other  than in the normal
course of business  on a  need-to-know  basis  after the  Company  has  received
assurances that the Confidential  Information  will be kept  confidential by the
recipient  thereof),  nor will  Consultant make use

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of any such Confidential  Information for its own purposes or for the benefit of
any person, firm, corporation or other entity except the Company.  "CONFIDENTIAL
INFORMATION"  means all  information  which is or becomes  known to  Consultant,
including  all such  information  which  became known to  Consultant  during the
period  prior to the date of the  Agreement,  and  relates  to such  matters  as
intellectual property,  research and development activities,  new or prospective
products  or  services,  books and  records,  financial  data,  customer  lists,
marketing techniques,  suppliers,  purchases,  potential business  combinations,
distribution  channels,  services,  procedures,  pricing information and private
processes  as they  may  exist  from  time  to  time;  PROVIDED  that  the  term
"Confidential  Information"  will not  include  information  that is or  becomes
generally  available to the public  (other than as a result of a  disclosure  in
violation of this  Agreement  by  Consultant  or by a person who  received  such
information from Consultant in violation of this Agreement).

         5. Consultant agrees to execute and deliver a Non-Disclosure  Agreement
with the Company in the form of Exhibit B hereto.

         6. The Company agrees to indemnify and hold harmless Consultant against
any and all losses, claims, damages, obligations,  penalties, judgments, awards,
liabilities, costs, expenses, and disbursements (and any and all actions, suits,
proceedings,  and  investigations  in respect  thereof and any and all legal and
other costs,  expenses,  and  disbursements  in giving  testimony or  furnishing
documents in response to a subpoena or otherwise), including, without limitation
the costs, expenses, and disbursements,  as and when incurred, of investigating,
preparing,  or defending any such action,  suit,  proceeding,  or  investigation
(whether or not in connection with  litigation in which  Consultant is a party),
directly or indirectly,  caused by, relating to, based upon,  arising out of, or
in  connection  with  Consultant's  acting for the Company,  including,  without
limitation,  any act or omission by Consultant in connection with its acceptance
of or the performance or non-performance of its obligations under this Agreement
as it may be amended  from time to time (the  "AGREEMENT");  PROVIDED,  HOWEVER,
such indemnity agreement shall not apply to any portion of any such loss, claim,
damage,  obligation,  penalty,  judgment,  award,  liability,  cost, expense, or
disbursement  to the  extent  it is  found  in a final  judgment  by a court  of
competent  jurisdiction  (not  subject  to  further  appeal)  to  have  resulted
primarily  and  directly  from the gross  negligence  or willful  misconduct  of
Consultant. The Company also agrees that Consultant shall not have any liability
(whether  direct or indirect,  in contract or tort or  otherwise) to the Company
for or in connection  with the  engagement of  Consultant,  except to the extent
that any such  liability  is found in a final  judgment by a court of  competent
jurisdiction  (not subject to further  appeal) to have  resulted  primarily  and
directly from Consultant gross negligence or willful misconduct.

         If any action, suit, proceeding,  or investigation is commenced,  as to
which Consultant proposes to demand indemnification, it shall notify the Company
with reasonable promptness; PROVIDED, HOWEVER, that any failure by Consultant to
notify the Company shall not relieve the Company from its obligations hereunder,
except to the extent that its defenses have been materially  prejudiced thereby.
The Company shall  designate  counsel to represent  Consultant  and such counsel
shall, to extent  consistent with its professional  responsibilities,  cooperate
with the Company and its counsel. The Company shall pay the fees, expenses,  and
disbursements of such counsel. The Company shall be liable for any settlement of
any claim against  Consultant  made with the Company's  written  consent,  which
consent shall not be unreasonably  withheld.  The Company shall not, without the
prior written consent of Consultant, settle or compromise any claim, or permit a
default or consent to the entry of any judgment in respect thereof,  unless such
settlement,  compromise,  or consent includes, as an unconditional term thereof,
the giving by the claimant to  Consultant of an  unconditional  release from all
liability in respect of such claim.

         In order to provide for just and equitable contribution, if a claim for
indemnification pursuant to these Indemnification  Provisions is made, but it is
found in a final judgment by a court of competent

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jurisdiction (not subject to further appeal) that such  indemnification  may not
be enforced in such case, even though the express  provisions hereof provide for
indemnification in such case, then the Company, on the one hand, and Consultant,
on the other hand, shall contribute to the losses, claims, damages, obligations,
penalties, judgments, awards, liabilities, costs, expenses, and disbursements to
which the  indemnified  persons may be subject in  accordance  with the relative
benefits received by the Company, on the one hand, and Consultant,  on the other
hand,  and  also  the  relative  fault  of the  Company,  on the one  hand,  and
Consultant  on the other hand,  in  connection  with the  statements,  acts,  or
omissions  which  resulted  in  such  losses,  claims,   damages,   obligations,
penalties, judgments, awards, liabilities, costs, expenses, or disbursements and
the relevant equitable considerations shall also be considered.  No person found
liable for a fraudulent misrepresentation shall be entitled to contribution from
any person who is no also found  liable for such  fraudulent  misrepresentation.
Notwithstanding  the foregoing,  Consultant shall not be obligated to contribute
any amount  hereunder  that  exceeds the amount of fees  previously  received by
Consultant pursuant to the Agreement.

         Neither  termination  nor  completion  of the  engagement of Consultant
referred to above shall affect these Indemnification Provisions which shall then
remain operative and in full force and effect.

         7. The obligations, terms and conditions set forth in Sections 4, 5 and
6 shall survive the terms of this Agreement.

         8. (a) Upon termination of this Agreement,  Consultant will immediately
(i) return or destroy (and provide evidence of such destruction), as the Company
may direct, all documentation in any medium that contains, refers to, or relates
to the  Confidential  Information  (as defined in Section 4), and will retain no
copies thereof.

         (b) This Agreement  shall governed by the laws of the State of Delaware
(other than its choice of laws  provisions).  It is the desire and intent of the
parties  hereto that the  provisions of this  Agreement  will be enforced to the
fullest extent  permissible  under the laws and public policies  applied in each
jurisdiction in which enforcement is sought.  Accordingly,  although the Company
and  Consultant  consider the  restrictions  contained  in this  Agreement to be
reasonable for the purpose of preserving the Company's  goodwill and proprietary
rights,  if any  particular  provision of this  Agreement is  adjudicated  to be
invalid  or  unenforceable,  such  provision  will be deemed  amended  to delete
therefrom  the portion thus  adjudicated  to be invalid or  unenforceable,  such
deletion to apply only with respect to the  operation  of such  provision in the
particular jurisdiction in which such adjudication is made.

         (c) The parties  acknowledge that the Company's damages at law would be
an inadequate remedy for the breach by Consultant of any provision of Sections 4
or 5, and  agree in the  event  of such  breach  that  the  Company  may  obtain
temporary and  permanent  injunctive  relief  restraining  Consultant  from such
breach,  and, to the extent permissible under the applicable  statutes and rules
of  procedure,  a  temporary  injunction  may be  granted  immediately  upon the
commencement  of any such suit.  Nothing  contained  herein will be construed as
prohibiting  the Company from  pursuing any other  remedies  available at law or
equity  for  such  breach  or  threatened  breach  of  Sections  4 or 5 of  this
Agreement.

         (d) The  relationship  of Consultant to the Company shall be that of an
independent  contractor.  Nothing  herein shall be construed to  constitute  the
parties as partners or joint venturers,  or as employees or agents of the other.
Except as expressly set forth  herein,  neither party has any express or implied
right or authority to assume or create any  obligations on behalf or in the name
of the other.  Personnel and  subcontractors  supplied by Consultant are not the
Company 's personnel or agents, and Consultant  assumes full  responsibility for
their acts.

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         (e) This  Agreement  is personal  in its nature and the parties  hereto
will not,  without the  written  consent of the other,  assign or transfer  this
Agreement or any rights or obligations  hereunder;  PROVIDED that the provisions
hereof will inure to the benefit of, and be binding upon,  each successor of the
Company, whether by merger, consolidation,  transfer of all or substantially all
of its assets, or otherwise.

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

                                         ELITE PHARMACEUTICALS, INC.

                                         By: /s/ Bernard Berk
                                             -----------------------------------
                                             Name: Bernard Berk
                                             Title: Chief Executive Officer


                                         CONSULTANT:

                                         SAGGI CAPITAL CORP.

                                         By: /s/ Sharon Will
                                             -----------------------------------
                                             Name: Sharon Will
                                             Title:

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