Exhibit 10.20


                              EMPLOYMENT AGREEMENT


            AGREEMENT (the "Agreement"), dated as of April 9, 2004, by and
between NOVADEL PHARMA, INC., a [Delaware] corporation with principal executive
offices at 25 Minneakoning Road, Flemington, New Jersey 08822 (the "Company"),
and JEAN FRYDMAN, residing at 10 Old Fort Road, Bernardsville, NJ 07924 (the
"Executive").

                              W I T N E S S E T H :

            WHEREAS, the Company desires to employ the Executive as
Vice-President & Corporate General Counsel of the Company, and the Executive
desires to serve the Company in those capacities, upon the terms and subject to
the conditions contained in this Agreement;

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

     1. Employment.

     The Company agrees to employ the Executive, and the Executive agrees to be
employed by the Company, upon the terms and subject to the conditions of this
Agreement.

     2. Term.

     The employment of the Executive by the Company as provided in Section 1
shall be for a period of three (3) years commencing on May 17, 2004, unless
sooner terminated in accordance with the provisions of Section 9 below (the
"Term").

<PAGE>


     3. Duties; Best Efforts; Place of Performance.

     (a) The Executive shall serve as Vice-President & Corporate General Counsel
of the Company and shall perform, subject to the direction of the President &
Chief Executive Officer of the Company, such duties as are customarily performed
by the Vice-President & Corporate General Counsel. The Executive shall also have
such other powers and duties as may be from time to time prescribed by the
President & CEO of the Company, provided that the nature of the Executive's
powers and duties so prescribed shall not be inconsistent with the Executive's
position and duties hereunder.

     (b) The Executive shall devote all of her business time, attention and
energies to the business and affairs of the Company, shall use her best efforts
to advance the best interests of the Company and shall not during the Term be
actively engaged in any other business activity, whether or not such business
activity is pursued for gain, profit or other pecuniary advantage, that will
interfere with the performance by the Executive of her duties hereunder or the
Executive's availability to perform such duties or that will adversely affect,
or negatively reflect upon, the Company.

     (c) The duties to be performed by the Executive hereunder shall be
performed primarily at the office of the Company in Flemington, New Jersey,
subject to reasonable travel requirements on behalf of the Company.

     4. Compensation.

     As full compensation for the performance by the Executive of her duties
under this Agreement, the Company shall pay the Executive as follows:

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     (a) Base Salary. The Company shall pay the Executive a base salary (the
"Base Salary") at a rate of $200,000 per annum, payable in equal bi-weekly
installments during the Term.

     (b) Bonus. For the first year of Executive's employment, The Company shall
pay the Executive a cash bonus equal to 50% of expenditures saved for The
Company during that year on legal fees vs the previous one-year period. For the
second and subsequent years of Executive's employment, The Company shall pay the
Executive a bonus which is based upon the achievements of the Executive in
successfully negotiating and signing new business for the Company via Licensing
Agreements, such that for each Licensing Agreement negotiated and signed by the
Executive, she will be paid, as a percentage of her Base Salary, the greatest of
any one of the possibilities enumerated below:

i)Any deal closed and signed by the Executive                    5%

ii)If Licensing fees & milestone payments equal or
exceed $10 Million or if royalty stream equals or
exceeds 20% of net sales                                         10%

iii)If fees & milestones equal or exceed $30 Million
if royalty stream equals or exceeds 30% of net sales             20%

AND

v)If the  Executive  initiates the contact and closes the deal based upon that
contact, an additional 5% of Base Salary to any one of the above.

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<PAGE>


The Bonus earned is to be paid in full in the calendar year in which the
Licensing Agreement is closed, provided that the Executive is employed hereunder
at the end of said year.

     (c) Withholding. The Company shall withhold all applicable federal, state
and local taxes and social security and such other amounts as may be required by
law from all amounts payable to the Executive under this Section 5.

     (d) Stock Options. Promptly after the date hereof, and as additional
compensation for the services to be rendered by the Executive pursuant to this
Agreement, the Company shall grant the Executive [non-qualified] stock options
("Stock Options") to purchase 100,000 shares of Common Stock of the Company
pursuant to the Company's [Name of Stock Option Plan]. Such stock options shall
vest ratably over a three-year period ending on the third anniversary of the
initial date of Executive's employment by NovaDel, so that 33,333 shares of the
Company's Common Stock will vest on each of May 17, 2005 and May 17, 2006, and
33,334 shares of the Company's Common Stock will vest on May 17, 2007, subject
to the provisions of Section 10 below. The exercise price of said 100,000 shares
shall be equal to 110% of the Fair Market Value (trading price) on the date of
the signing of this Employment Agreement. In connection with such grant, the
Executive shall enter into the Company's standard stock option agreement which
will incorporate the foregoing vesting schedule and the Stock Option related
provisions contained in Section 10 below. All Options will have a 10 year
expiration period, provided that this is pursuant to the Company's [Name of
Stock Option Plan].

     (e) Expenses. The Company shall reimburse the Executive for all normal,
usual and necessary expenses incurred by the Executive in furtherance of the
business and affairs of the Company, including reasonable travel and
entertainment, upon timely receipt by the Company of appropriate vouchers or
other proof of the Executive's expenditures and otherwise in accordance with any
expense reimbursement policy as may from time to time be adopted by the Company.

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     (f) Other Benefits. The Executive shall be entitled to all rights and
benefits for which she shall be eligible under any benefit or other plans
(including, without limitation, dental, medical, medical reimbursement and
hospital plans, pension plans, employee stock purchase plans, profit sharing
plans, bonus plans and other so-called "fringe" benefits) as the Company shall
make available to its senior executives from time to time.

     Vacation. The Executive shall, during the Term, be entitled to a vacation
of four (4) weeks per annum. The Executive shall not be entitled to carry any
vacation forward to the next year of employment and shall not receive any
compensation for unused vacation days.

     5. Confidential Information and Inventions

     (a) The Executive recognizes and acknowledges that in the course of her
duties she is likely to receive confidential or proprietary information owned by
the Company, its affiliates or third parties with whom the Company or any such
affiliates has an obligation of confidentiality. Accordingly, during and after
the Term, the Executive agrees to keep confidential and not disclose or make
accessible to any other person or use for any other purpose other than in
connection with the fulfillment of her duties under this Agreement, any
Confidential and Proprietary Information (as defined below) owned by, or
received by or on behalf of, the Company or any of its affiliates. "Confidential
and Proprietary Information" shall include, but shall not be limited to,
confidential or proprietary scientific or technical information, data, formulas
and related concepts, business plans (both current and under development),

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<PAGE>

client lists, promotion and marketing programs, trade secrets, or any other
confidential or proprietary business information relating to development
programs, costs, revenues, marketing, investments, sales activities, promotions,
credit and financial data, manufacturing processes, financing methods, plans or
the business and affairs of the Company or of any affiliate or client of the
Company. The Executive expressly acknowledges the trade secret status of the
Confidential and Proprietary Information and that the Confidential and
Proprietary Information constitutes a protectable business interest of the
Company. The Executive agrees: (i) not to use any such Confidential and
Proprietary Information for herself or others; and (ii) not to take any Company
material or reproductions (including but not limited to writings,
correspondence, notes, drafts, records, invoices, technical and business
policies, computer programs or disks) thereof from the Company's offices at any
time during her employment by the Company, except as required in the execution
of the Executive's duties to the Company. The Executive agrees to return
immediately all Company material and reproductions (including but not limited,
to writings, correspondence, notes, drafts, records, invoices, technical and
business policies, computer programs or disks) thereof in her possession to the
Company upon request and in any event immediately upon termination of
employment.


     (b) Except with prior written authorization by the Company, the Executive
agrees not to disclose or publish any of the Confidential and Proprietary
Information, or any confidential, scientific, technical or business information
of any other party to whom the Company or any of its affiliates owes an
obligation of confidence, at any time during or after her employment with the
Company.

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<PAGE>


     (c) The Executive agrees that all inventions, discoveries, improvements and
patentable or copyrightable works ("Inventions") initiated, conceived or made by
her, either alone or in conjunction with others, during the Term shall be the
sole property of the Company to the maximum extent permitted by applicable law
and, to the extent permitted by law, shall be "works made for hire" as that term
is defined in the United States Copyright Act (17 U.S.C.A., Section 101). The
Company shall be the sole owner of all patents, copyrights, trade secret rights,
and other intellectual property or other rights in connection therewith. The
Executive hereby assigns to the Company all right, title and interest she may
have or acquire in all such Inventions. The Executive further agrees to assist
the Company in every proper way (but at the Company's expense) to obtain and
from time to time enforce patents, copyrights or other rights on such Inventions
in any and all countries, and to that end the Executive will execute all
documents necessary:

          (i) to apply for, obtain and vest in the name of the Company alone
(unless the Company otherwise directs) letters patent, copyrights or other
analogous protection in any country throughout the world and when so obtained or
vested to renew and restore the same; and

          (ii) to defend any opposition proceedings in respect of such
applications and any opposition proceedings or petitions or applications for
revocation of such letters patent, copyright or other analogous protection.

     (d) The Executive acknowledges that while performing the services under
this Agreement the Executive may locate, identify and/or evaluate patented or
patentable inventions having commercial potential in the fields of pharmacy,
pharmaceutical, biotechnology, healthcare, technology and other fields which may
be of potential interest to the Company or one of its affiliates (the "Third
Party Inventions"). The Executive understands, acknowledges and agrees that all
rights to, interests in or opportunities regarding, all Third-Party Inventions
identified by the Company, any of its affiliates or either of the foregoing

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<PAGE>

persons' officers, directors, employees (including the Executive), agents or
consultants during the Employment Term shall be and remain the sole and
exclusive property of the Company or such affiliate and the Executive shall have
no rights whatsoever to such Third-Party Inventions and will not pursue for
herself or for others any transaction relating to the Third-Party Inventions
which is not on behalf of the Company.

     (e) The provisions of this Section 6 shall survive any termination of this
Agreement.

     6. Non-Competition, Non-Solicitation and Non-Disparagement

     (a) The Executive understands and recognizes that her services to the
Company are special and unique and that in the course of performing such
services the Executive will have access to and knowledge of Confidential and
Proprietary Information (as defined in Section 6) and the Executive agrees that,
during the Term and for a period of [three (3)] years thereafter, she shall not
in any manner, directly or indirectly, on behalf of himself or any person, firm,
partnership, joint venture, corporation or other business entity ("Person"),
enter into or engage in any business which is engaged in any business
competitive with the business of the Company, either as an individual for her
own account, or as a partner, joint venturer, owner, executive, employee,
independent contractor, principal, agent, consultant, salesperson, officer,
director or shareholder of a Person in a business competitive with the Company
within the geographic area of the Company's business, which is deemed by the
parties hereto to be worldwide. The Executive acknowledges that, due to the
unique nature of the Company's business, the loss of any of its clients or
business flow or the improper use of its Confidential and Proprietary
Information could create significant instability and cause substantial damage to
the Company and its affiliates and therefore the Company has a strong legitimate

                                      -8-
<PAGE>

business interest in protecting the continuity of its business interests and the
restriction herein agreed to by the Executive narrowly and fairly serves such an
important and critical business interest of the Company. For purposes of this
Agreement, the Company shall be deemed to be actively engaged on the date hereof
in the development of novel application drug delivery systems for presently
marketed prescription and over-the-counter drugs and providing consulting
services in connection therewith, and in the future in any other business in
which it actually devotes substantive resources to study, develop or pursue.
Notwithstanding the foregoing, nothing contained in this Section 7(a) shall be
deemed to prohibit the Executive from acquiring or holding, solely for
investment, publicly traded securities of any corporation, some or all of the
activities of which are competitive with the business of the Company so long as
such securities do not, in the aggregate, constitute more than five percent (5%)
of any class or series of outstanding securities of such corporation.

     (b) During the Term and for three (3) years thereafter, the Executive shall
not, directly or indirectly, without the prior written consent of the Company:

          (i) solicit or induce any employee of the Company or any of its
affiliates to leave the employ of the Company or any such affiliate; or hire for
any purpose any employee of the Company or any affiliate or any employee who has
left the employment of the Company or any affiliate within one year of the
termination of such employee's employment with the Company or any such affiliate
or at any time in violation of such employee's non-competition agreement with
the Company or any such affiliate; or

          (ii) solicit or accept employment or be retained by any Person who, at
any time during the term of this Agreement, was an agent, client or customer of
the Company or any of its affiliates where her position will be related to the
business of the Company or any such affiliate; or

                                      -9-
<PAGE>

          (iii) solicit or accept the business of any agent, client or customer
of the Company or any of its affiliates with respect to products, services or
investments similar to those provided or supplied by the Company or any of its
affiliates.

     (c) The Executive agrees that both during the Term and at all times
thereafter, she shall not directly or indirectly disparage, whether or not true,
the name or reputation of the Company or any of its affiliates, including but
not limited to, any officer, director, employee or shareholder of the Company or
any of its affiliates.

     (d) In the event that the Executive breaches any provisions of Section 6 or
this Section 7 or there is a threatened breach, then, in addition to any other
rights which the Company may have, the Company shall (i) be entitled, without
the posting of a bond or other security, to injunctive relief to enforce the
restrictions contained in such Sections and (ii) have the right to require the
Executive to account for and pay over to the Company all compensation, profits,
monies, accruals, increments and other benefits (collectively "Benefits")
derived or received by the Executive as a result of any transaction constituting
a breach of any of the provisions of Sections 6 or 7 and the Executive hereby
agrees to account for and pay over such Benefits to the Company.

     (e) Each of the rights and remedies enumerated in Section 7(d) shall be
independent of the others and shall be in addition to and not in lieu of any
other rights and remedies available to the Company at law or in equity. If any
of the covenants contained in this Section 7, or any part of any of them, is
hereafter construed or adjudicated to be invalid or unenforceable, the same
shall not affect the remainder of the covenant or covenants or rights or
remedies which shall be given full effect without regard to the invalid

                                      -10-
<PAGE>

portions. If any of the covenants contained in this Section 7 is held to be
invalid or unenforceable because of the duration of such provision or the area
covered thereby, the parties agree that the court making such determination
shall have the power to reduce the duration and/or area of such provision and in
its reduced form such provision shall then be enforceable. No such holding of
invalidity or unenforceability in one jurisdiction shall bar or in any way
affect the Company's right to the relief provided in this Section 7 or otherwise
in the courts of any other state or jurisdiction within the geographical scope
of such covenants as to breaches of such covenants in such other respective
states or jurisdictions, such covenants being, for this purpose, severable into
diverse and independent covenants.

     (f) In the event that an actual proceeding is brought in equity to enforce
the provisions of Section 6 or this Section 7, the Executive shall not urge as a
defense that there is an adequate remedy at law nor shall the Company be
prevented from seeking any other remedies which may be available. The Executive
agrees that she shall not raise in any proceeding brought to enforce the
provisions of Section 6 or this Section 7 that the covenants contained in such
Sections limit her ability to earn a living.

     (g) The provisions of this Section 7 shall survive any termination of this
Agreement.

     7.   Representations and Warranties by the Executive

     The Executive hereby represents and warrants to the Company as follows:

          (i) Neither the execution or delivery of this Agreement nor the
performance by the Executive of her duties and other obligations hereunder
violate or will violate any statute, law, determination or award, or conflict
with or constitute a default or breach of any covenant or obligation under
(whether immediately, upon the giving of notice or lapse of time or both) any
prior employment agreement, contract, or other instrument to which the Executive
is a party or by which she is bound.

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<PAGE>

     (ii) The Executive has the full right, power and legal capacity to enter
and deliver this Agreement and to perform her duties and other obligations
hereunder. This Agreement constitutes the legal, valid and binding obligation of
the Executive enforceable against her in accordance with its terms. No approvals
or consents of any persons or entities are required for the Executive to execute
and deliver this Agreement or perform her duties and other obligations
hereunder.

     8. Termination. The Executive's employment hereunder shall be terminated
upon the Executive's death and may be terminated as follows:

     (a) The Executive's employment hereunder may be terminated by the Company
for Cause. Any of the following actions by the Executive shall constitute
"Cause":

          (i) The willful failure, neglect or refusal by the Executive to
perform her duties hereunder;

          (ii) Any willful, intentional or grossly negligent act by the
Executive having the effect of injuring, in a material way (whether financial or
otherwise and as determined in good-faith by the President of the Company), the
business or reputation of the Company or any of its affiliates, including but
not limited to, any officer, director, executive or shareholder of the Company
or any of its affiliates;

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          (iii) Willful misconduct by the Executive, including insubordination,
in respect of the duties or obligations of the Executive under this Agreement;

          (iv) The Executive's indictment of any felony or a misdemeanor
involving moral turpitude (including entry of a nolo contendere plea);

          (v) The determination by the Company, after a reasonable and
good-faith investigation by the Company following a written allegation by
another employee of the Company, that the Executive engaged in some form of
harassment protected by law (including, without limitation, age, sex or race
discrimination);

          (vi) Any misappropriation or embezzlement of the property of the
Company or its affiliates (whether or not a misdemeanor or felony);

          (vii) Breach by the Executive of any of the provisions of Section 5 or
Section 6 of this Agreement; and

          (viii) Breach by the Executive of any provision of this Agreement
other than those contained in Section 5 or Section 6 which is not cured by the
Executive within thirty (30) days after notice thereof is given to the Executive
by the Company.

     (b) The Executive's employment hereunder may be terminated by the Company
due to the Executive's Disability. For purposes of this Agreement, a termination
for "Disability" shall occur (i) when the Company has provided a written
termination notice to the Executive supported by a written statement from a
reputable independent physician to the effect that the Executive shall have
become so physically or mentally incapacitated as to be unable to resume, within
the ensuing twelve (12) months, her employment hereunder by reason of physical
or mental illness or injury, or (ii) upon rendering of a written termination
notice by the Company after the Executive has been unable to substantially
perform her duties hereunder for 90 or more consecutive days, or more than 120
days in any consecutive twelve month period, by reason of any physical or mental
illness or injury. For purposes of this Section 9(b), the Executive agrees to
make herself available and to cooperate in any reasonable examination by a
reputable independent physician retained by the Company.

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<PAGE>

     (c) The Executive's employment hereunder may be terminated by the Executive
for Good Reason. For purposes of this Agreement, "Good Reason" means a breach by
the Company of its material obligations under Section 5 of this Agreement which
is not cured by the Company within thirty (30) days after notice thereof is
given by the Executive to the Company.

     (d) The Executive's employment hereunder may be terminated by the Company
(or its successor) upon the occurrence of a Change of Control. For purposes of
this Agreement, "Change of Control" means (i) the acquisition, directly or
indirectly, following the date hereof by any person (as such term is defined in
Section 13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as amended),
in one transaction or a series of related transactions, of securities of the
Company representing in excess of fifty percent (50%) or more of the combined
voting power of the Company's then outstanding securities if such person or her
or its affiliate(s) do not own in excess of 50% of such voting power on the date
of this Agreement, or (ii) the future disposition by the Company (whether direct
or indirect, by sale of assets or stock, merger, consolidation or otherwise) of
all or substantially all of its business and/or assets in one transaction or
series of related transactions (other than a merger effected exclusively for the
purpose of changing the domicile of the Company).

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     9. Compensation upon Termination.

     (a) If the Executive's employment is terminated as a result of her death,
the Company shall (i) pay to the Executive's estate her Base Salary and any
accrued and unpaid Bonus and expense reimbursement amounts through the date of
her death and (ii) for the shorter of six (6) months following her death or the
balance of the Term (as if such termination had not occurred) provide
continuation coverage to the members of the Executive's family under all major
medical and other health, accident, life or other disability plans and programs
in which such family members participated immediately prior to her death. Any
Stock Options that have not vested as of the date of the Executive's death shall
be deemed to have expired as of such date.

     (b) If the Executive's employment is terminated by the Company due to
Disability, the Company shall pay to the Executive her Base Salary and any
accrued Bonus and expense reimbursement amounts through the date of her
termination. In addition, for the shorter of six (6) months following any such
termination or the balance of the Term (as if such termination had not
occurred), the Company shall (i) continue to pay the Executive the Base Salary
in effect at the time of such termination less the amount, if any, then payable
to the Executive under any disability benefits of the Company and (ii) provide
the Executive continuation coverage under all major medical and other health,
accident, life or other disability plans and programs in which the Executive
participated immediately prior to such termination. All Stock Options that have
not vested as of the date of termination due to the Executive's Disability shall
be deemed to have expired as of such date.

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     (c) If the Executive's employment is terminated by the Company for Cause or
by the Executive other than for Good Reason, the Company shall pay to the
Executive her Base Salary through the date of her termination and the Executive
shall have no further entitlement to any other compensation or benefits from the
Company. All Stock Options that have not vested as of the date of any such
termination shall be deemed to have expired as of such date and, in addition,
the Executive's right to exercise any vested Stock Options shall terminate as of
such date.

     (d) If the Executive's employment is terminated by the Company (or its
successor) upon the occurrence of a Change of Control, the Company (or its
successor, as applicable) shall (i) continue to pay to the Executive her Base
Salary for a period of one (1) year following such termination, and (ii) pay the
Executive any accrued and unpaid Bonus and expense reimbursement amounts through
the date of termination. The Company's obligation under clause (i) in the
preceding sentence shall be reduced, however, by any amounts otherwise actually
earned by the Executive during the one year period following the termination of
her employment. All Stock Options that have not vested as of the date of such
termination shall be accelerated and deemed to have vested as of such date.

     (e) If (i) the Executive's employment is terminated by the Company other
than as a result of the Executive's death and other than for reasons specified
in Sections 10(b), (c) or (d), or (ii) the Executive's employment is terminated
by the Executive for Good Reason, the Company shall continue to pay to the
Executive her Base Salary for a period of six (6) months following such
termination and the Company shall pay the Executive any accrued and unpaid Bonus
and expense reimbursement amounts through the date of termination. The Company's
obligation under clause (i) in the preceding sentence shall be reduced, however,
by any amounts otherwise actually earned by the Executive during the six month
period following the termination of her employment. In addition, for the shorter
of six (6) months following any such termination or the balance of the Term (as
if such termination had not occurred), the Company shall provide the Executive
continuation coverage under all major medical and other health, accident, life
or other disability plans or programs in which the Executive participated
immediately prior to such termination. All Stock Options that have not vested as
of the date of termination shall be deemed to have expired as of such date.

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     (f) The continuation coverage under any major medical and other health,
accident, life or other disability plans and programs for the periods provided
in Section [10(a), 10(b) and 10(e)] shall be provided (i) at the expense of the
Company and (ii) in satisfaction of the Company's obligation under Section 4980B
of the Internal Revenue Code of 1986 (and any similar state law) with respect to
the period of time such benefits are continued hereunder. Notwithstanding
anything to the contrary contained herein, the Company's obligation to provide
such continuation coverage under such Sections shall cease immediately upon the
date any covered individual becomes eligible for similar benefits under the
plans or policies of another employer.

     (g) This Section 10 sets forth the only obligations of the Company with
respect to the termination of the Executive's employment with the Company, and
the Executive acknowledges that, upon the termination of her employment, she
shall not be entitled to any payments or benefits which are not explicitly
provided in Section 10.

     (h) Upon termination of the Executive's employment hereunder for any
reason, the Executive shall be deemed to have resigned as director of the
Company, effective as of the date of such termination.

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     (i) The provisions of this Section 10 shall survive any termination of this
Agreement.

     10. Miscellaneous.

     (a) This Agreement shall be governed by, and construed and interpreted in
accordance with, the laws of the State of New Jersey, without giving effect to
its principles of conflicts of laws.

     (b) Any dispute arising out of, or relating to, this Agreement or the
breach thereof (other than Sections 6 or 7 hereof), or regarding the
interpretation thereof, shall be finally settled by arbitration conducted in New
Jersey in accordance with the rules of the American Arbitration Association then
in effect before a single arbitrator appointed in accordance with such rules.
Judgment upon any award rendered therein may be entered and enforcement obtained
thereon in any court having jurisdiction. The arbitrator shall have authority to
grant any form of appropriate relief, whether legal or equitable in nature,
including specific performance. For the purpose of any judicial proceeding to
enforce such award or incidental to such arbitration or to compel arbitration
and for purposes of Sections 6 and 7 hereof, the parties hereby submit to the
non-exclusive jurisdiction of the Supreme Court of the State of New Jersey,
Hunterdon County, or the United States District Court for the District of New
Jersey, and agree that service of process in such arbitration or court
proceedings shall be satisfactorily made upon it if sent by registered mail
addressed to it at the address referred to in paragraph (g) below.

     (c) This Agreement shall be binding upon and inure to the benefit of the
parties hereto, and their respective heirs, legal representatives, successors
and assigns.

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     (d) This Agreement, and the Executive's rights and obligations hereunder,
may not be assigned by the Executive. The Company 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.

     (e) This Agreement cannot be amended orally, or by any course of conduct or
dealing, but only by a written agreement signed by the parties hereto.

     (f) The failure of either party to insist upon the strict performance of
any of the terms, conditions and provisions of this Agreement shall not be
construed as a waiver or relinquishment of future compliance therewith, and such
terms, conditions and provisions shall remain in full force and effect. No
waiver of any term or condition of this Agreement on the part of either party
shall be effective for any purpose whatsoever unless such waiver is in writing
and signed by such party.

     (g) All notices, requests, consents and other communications, required or
permitted to be given hereunder, shall be in writing and shall be delivered
personally or by an overnight courier service or sent by registered or certified
mail, postage prepaid, return receipt requested, to the parties at the addresses
set forth on the first page of this Agreement, and shall be deemed given when so
delivered personally or by overnight courier, or, if mailed, five days after the
date of deposit in the United States mails. Either party may designate another
address, for receipt of notices hereunder by giving notice to the other party in
accordance with this paragraph (g).

     (h) 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.

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     (i) As used in this Agreement, "affiliate" of a specified Person shall mean
and include any Person controlling, controlled by or under common control with
the specified Person.

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

     (k) This Agreement may be executed in any number of counterparts, each of
which shall constitute an original, but all of which together shall constitute
one and the same instrument.


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




By:   /s/ Gary A. Shangold, M.D.
      ------------------------------
      Gary A. Shangold, M.D.
      President & CEO
      NovaDel Pharma Inc.

Date: April 9, 2004



By:   /s/ Jean Frydman, J.D.
      ------------------------------
      Jean Frydman, J.D.

Date: April 19, 2004

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