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                                                                    EXHIBIT 10.9


                              CONSULTING AGREEMENT

         CONSULTING AGREEMENT dated as of December 15, 2000 by and between
Novirio Pharmaceuticals Limited, a company organized and existing in the Cayman
Islands with a mailing address c/o Walker Secretaries, Walker House, Grand
Cayman, Cayman Islands (the "Company"), and Paul A. Brooke, with a mailing
address at 21 East 90th Street, #14AB, New York, New York 10128 (the
"Consultant").

                                    RECITALS

         1. The Company is engaged in the business of developing and
commercializing pharmaceuticals for the treatment of human viral diseases (the
"Business").

         2. The Company desires to engage the Consultant for and the Consultant
desires to provide the services set forth in this Agreement.

         3. In connection therewith, the Consultant and the Company mutually
desire to enter into this Agreement effective as of the date hereof and agree
that this Agreement will govern all of the work performed by the Consultant for
or on behalf of the Company.

         NOW,THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Company and the Consultant
hereby agrees as follows:

         1. Term. The Company agrees to engage the Consultant, and the
Consultant agrees to accept such engagement, to provide advisory, consulting and
other services to the Company on the terms and conditions hereinafter provided,
commencing as of the date hereof and terminating on December 15, 2003 (the
"Term"), unless terminated sooner pursuant to Section 9 hereof.

         2. Services and Commitment.

                  (a)      Services. The Consultant shall provide consulting,
                           advisory and other services in furtherance of the
                           Business. Such services shall include, without
                           limitation, (i) performing the functions described on
                           Exhibit A hereto and (ii) such other responsibilities
                           as the Company and the Consultant may agree
                           (together, the "Services").

                  (b)      Commitment. Consultant agrees to make himself
                           available to render the Services at such times and
                           locations as may be mutually agreed provided,
                           however, that the Consultant shall not be required to
                           devote more than the equivalent of two days a month
                           to the performance of the Services.

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         3. Compensation and Expenses.

                  (a)      Compensation. In exchange for services to be rendered
                           by the Consultant, the Company will, subject to the
                           terms and conditions set forth in a Stock Restriction
                           Agreement dated as of the date hereof, issue to the
                           Consultant Sixty Thousand (60,000) Ordinary Shares,
                           par value $.001 per share (the "Ordinary Shares").
                           The Ordinary Shares will vest in three equal
                           installments to the extent of 20,000 Ordinary Shares
                           on each of the first, second and third anniversaries
                           of the date of this Agreement, provided that the
                           Consultant is as of the respective date then
                           providing Services to the Company. As of the date
                           hereof, the current per share fair market value as
                           determined in good faith by the Board of Directors is
                           $2.00 per share. The Company will make no cash
                           payment for the Services rendered by the Consultant.

                  (b)      Business Expenses. During the Term, the Company shall
                           reimburse the Consultant, in accordance with the
                           Company policy then in effect, for all reasonable and
                           necessary expenses incurred by the Consultant in
                           furtherance of the Business or in connection with the
                           Services, including without limitation, travel,
                           board, lodging, telephone and postage. To obtain
                           reimbursement, the Consultant shall submit to the
                           Company an itemized statement of such expenses along
                           with copies of bills and receipts.

         4. Non-Solicitation. Except as otherwise provided in this Section 4, at
all times during the Term, and for a period of eighteen (18) months thereafter,
the Consultant shall not:

                  (a)      induce or attempt to induce any customer, dealer or
                           distributor of the Company to reduce such customer's,
                           dealer's or distributor's business with the Company;
                           or

                  (b)      solicit any of the Company's consultants or employees
                           to leave the employ of the Company or hire or cause
                           to be hired any person who was during or for six (6)
                           months after the termination of the Consultant's
                           engagement by the Company, a consultant or employee
                           of the Company.

         5. Copyright. The Consultant acknowledges that all works of authorship
and all mask works that fall within the scope of the Services which the
Consultant is engaged to provide to the Company are owned by the Company and are
works made for hire. Accordingly, the Consultant agrees to assign and hereby
assigns to the Company any and all copyrights and mask work registration rights,
and all other mask work rights in all material prepared by him in the
performance of his Services hereunder. The Consultant further agrees to, to
execute and deliver both during and after the Term such assignments, instruments
and applications as may be required to allow the Company to perfect its rights
in copyrights, mask work registration rights and other mask work rights assigned
pursuant to this Section 5 by the Consultant to the Company. The Consultant
waives all "moral" rights to any copyrights and mask work registration rights,
and all other mask work rights in all material prepared by him in the
performance of his Services hereunder.



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         6. Confidentiality. During the course of his engagement with the
Company, the Consultant may have access to, learn of, or participate in the
development of the Company's confidential information or confidential
information entrusted to the Company by other persons, corporations, or firms.
The Company's confidential information includes matters not generally known
outside of the Company, such as know-how, trade secrets, experimentation,
research and developments relating to existing and future products and services
to be or being marketed or used by the Company (whether or not such products or
services are actually realized or pursued by the Company), and also any
information which gives the Company a competitive advantage including, without
limitation, data relating to the general business operations of the Company
(e.g., sales, costs, profits, organizations, customer lists, pricing methods,
etc.). Confidential information shall not include information that may be
demonstrated by the Consultant to have been known by the Consultant prior to the
date hereof or which is otherwise disclosed to the Consultant by a third party
who is not under any confidentiality obligation preventing such disclosure. The
Consultant agrees to hold the Company's confidential information in confidence
and not disclose any such confidential information to any person, corporation or
firm (other than the Company). The Consultant further agrees not to make use of
such confidential information except on the Company's behalf whether or not such
information is produced by his own efforts. These restrictions shall apply to
all of the Company's confidential information whether such information is in
written, oral, magnetic, optical or in some other form. The Consultant
understands and agrees that his confidentiality obligations under this Section 6
shall continue during and after the termination of the Term hereof until such
confidential information becomes generally available to the public through
legitimate means. It is understood and agreed that specific information which
the Consultant may receive, observe, perceive, create, develop or learn while a
consultant to the Company shall not be deemed to be generally available to the
public merely because such specific information is embraced by more general
information which is generally available to the public.

         7. Return of Information. At the end of the Term or at any time upon
the request of the Company, the Consultant agrees to deliver to the Company all
records, drawings, notebooks, documents, computer disks and tapes and other data
in any and all forms (without retaining copies) which pertain to the Company's
confidential information (whether prepared by the Consultant or others), and
also to return to the Company any equipment, tools, computers or other devices
owned by the Company and in his possession, provided however that the Consultant
shall have the right to retain one copy of such materials for his personal
records (but in any event not to be used in a manner inconsistent with the terms
of this Agreement). The Consultant agrees that the above documents, data and
devices are the exclusive property of the Company and shall not be copied or
removed from the Company premises except in the pursuit of the Business and in
connection with the performance of the Services.

         8. Representations and Covenants.

                  (a)      The Consultant hereby represents that he is not
                           subject to any agreement, restriction, right or
                           interest in any way limiting the scope of this
                           Agreement or his engagement by the Company. The
                           Consultant covenants that he will not during the term
                           hereof enter into or grant to anyone any agreements,
                           restrictions, rights or interests that limit in any
                           way the scope of this Agreement or his engagement



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                           by the Company. The Consultant will not disclose to
                           the Company, or induce the Company to use, any
                           confidential information of other persons,
                           corporations, or firms including his present or
                           former employers (if any).

                  (b)      Set forth on Exhibit B hereto is a list of all
                           companies, institutions, entities and individuals
                           with whom the Consultant has current representative,
                           consultant, employment, business partnership or
                           similar relationships or of which the Consultant owns
                           greater than 5% of outstanding voting securities, and
                           a description of all agreements with such parties.
                           The Consultant shall notify the Company in writing
                           promptly whenever there is any change to this list.

         9. Termination of Engagement. Notwithstanding the provisions of Section
1, the Consultant's engagement hereunder shall terminate under the following
circumstances:

                  (a)      Death or Disability. The Consultant's engagement
                           hereunder shall immediately terminate upon his death
                           or disability. For purposes of this Agreement, the
                           Consultant shall be deemed disabled if in the good
                           faith opinion of the Company's Board of Directors,
                           the Consultant is unable to substantially perform the
                           Services due to illness, injury, accident or
                           condition of either a physical or psychological
                           nature for a period longer than ninety (90) days.

                  (b)      Termination by the Company for Cause. The Company may
                           terminate the Consultant's engagement for "Cause"
                           after prior written notice to the Consultant setting
                           forth in reasonable detail the nature of such Cause.
                           For the purposes hereof, "Cause" shall be determined
                           in good faith by the Company's Board of Directors and
                           shall include (but not be limited to):

                           (i)      the conviction of the Consultant by a court
                                    of competent jurisdiction of any felony,
                                    misdemeanor or any criminal offense
                                    involving dishonesty or breach of trust
                                    against the Company or any subsidiary of the
                                    Company or misappropriation of any property
                                    of the Company or any subsidiary of the
                                    Company or the entering of a plea by the
                                    Consultant of nolo contendre thereto;

                           (ii)     the commission by the Consultant of an act
                                    of fraud upon the Company or any subsidiary
                                    of the Company;

                           (iii)    the Consultant's willful violation of any
                                    United States federal, state or local or
                                    foreign government law, rule or regulation
                                    relating to the Business or otherwise
                                    governing the operation of the Company or
                                    any subsidiary of the Company;

                           (iv)     failure of the Consultant to perform the
                                    Services, which failure continues for more
                                    than twenty (20) business days after
                                    Consultant is given notice setting forth in
                                    reasonable detail the unfulfilled
                                    obligations of the Consultant; or



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                           (v)      any other material breach by the Consultant
                                    of this Agreement, which breach continues
                                    for more than twenty (20) business days
                                    after the Consultant is given notice setting
                                    forth in reasonable detail the nature of
                                    such breach.

                           (c)      Termination by the Consultant. The
                                    Consultant may terminate his engagement for
                                    any reason whatsoever upon thirty (30) days'
                                    prior written notice to the Company.

         10. Consequences of Termination. Upon the Consultant's termination, the
Consultant shall be entitled to receive from the Company only reimbursement of
expenses that have been incurred through the date of such termination in
accordance with the terms of Section 3 of this Agreement. Any Ordinary Shares
that have not vested as of the date of termination shall thereupon be deemed for
all purposes to have been forfeited as of such date, and the Consultant shall
have no further rights with respect thereto. All forfeited Ordinary Shares shall
be deemed to have been transferred to and redeemed by the Company without the
need for any payment to the Consultant or any action by the Company or any other
person as of the date of such forfeiture, and the Consultant shall, immediately
upon the request of the Company, deliver to the Company all certificates
evidencing the forfeited Ordinary Shares, duly endorsed for transfer to the
Company or its designee.

         11. Independent Contractor. Both the Company and the Consultant agree
that the Consultant acts as an independent contractor in the performance of his
Services under this Agreement. Nothing in this Agreement shall be deemed to make
the Consultant an employee, partner or agent for the Company or any subsidiary
of the Company, nor shall either party have any authority to band the other in
any respect. Accordingly, the Consultant shall be responsible for payment of,
and shall indemnify and hold the Company harmless against, all taxes, including,
without limitation, federal, state and local taxes and taxes assessed by foreign
countries arising out of the Consultant's activities in accordance with this
Agreement, including by way of illustration but not limitation, federal and
state income tax, Social Security tax, a foreign country's income tax,
unemployment insurance taxes, Medicare taxes and any other taxes, or business
license fees as required.

         12. Notices. Any notices, requests, demands and other communications
provided for by this Agreement shall be sufficient if in writing addressed to
the Consultant or if to the Company, to its Chief Executive Officer, and shall
be deemed duly given if delivered personally or sent by registered or certified
mail, postage paid, return receipt requested, and deposited in the U.S. Mail.
Any such notice shall be deemed to be given on the date of personal delivery or
as of the third day after the date mailed. Either party may, by notice in
writing to the other party, change the address to which notices to it or him are
to be addressed hereunder.

         13. Miscellaneous.

                  (a)      Entire Agreement; Amendments; Waivers. This Agreement
                           contains the entire understanding of the parties
                           regarding its subject matter and any amendment to



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                           this Agreement, and any waiver of any provision
                           hereof, shall be in writing and shall require the
                           prior written approval of the Chief Executive Officer
                           of the Company and the Consultant. Any waiver by the
                           Company of a breach of any provision of this
                           Agreement shall not operate or be construed as a
                           waiver of any subsequent breach hereof.

                  (b)      Survival. Except as otherwise provided in this
                           Agreement, the obligations of the Company and the
                           Consultant contained in Sections 4, 5, 6, 7, 8 and 12
                           of this Agreement and this Section 13 shall survive
                           the termination of this Agreement.

                  (c)      Governing Law; Consent to Jurisdiction. The
                           Consultant agrees that any dispute in the meaning,
                           effect or validity of this Agreement shall be
                           resolved in accordance with the laws of the
                           Commonwealth of Massachusetts without regard to the
                           conflict of laws provisions thereof. The Consultant
                           hereby agrees to submit to the nonexclusive
                           jurisdiction of the courts in and of the Commonwealth
                           of Massachusetts and to the courts to which an appeal
                           of the decisions of such courts may be taken and
                           consents that service of process with respect to all
                           courts in and of the Commonwealth of Massachusetts
                           may be made by registered mail.

                  (d)      Enforcement. In view of the substantial harm which
                           will result from the breach by the Consultant of any
                           of the covenants contained in Sections 4, 5, 6, 7 and
                           8 of this Agreement, the parties agree that such
                           covenants shall be enforced to the fullest extent
                           permitted by law. Accordingly, if, in any judicial
                           proceeding, a court shall determine that such
                           covenants are unenforceable because they cover too
                           extensive a geographic area or survive for too long a
                           period of time, or for any other reason, then the
                           parties intend that such covenants shall be deemed to
                           cover such maximum geographic area and maximum period
                           of time and shall otherwise be deemed to be limited
                           in such manner as will permit enforceability by such
                           court. If any term or provision of this Agreement or
                           the application thereof to any circumstance shall, to
                           any extent, be invalid or unenforceable, the
                           remainder of this Agreement or the application to
                           other persons and circumstances shall not be affected
                           thereby and each term and provision hereof shall be
                           enforced to the fullest extent permitted by law.

                  (e)      Remedies. The Consultant agrees that his breach of
                           any of the provisions of Sections 4, 5, 6, 7 or 8 of
                           this Agreement will cause irreparable damage to the
                           Company and that the recovery by the Company of money
                           damages will not alone constitute an adequate remedy
                           for such breach. Accordingly, the Consultant agrees
                           that such provisions may be specifically enforced
                           against him, in addition to any other rights or
                           remedies available to the Company on account of any
                           such breach.

                  (f)      Indemnification.

                           (i)      The Consultant will indemnify and hold the
                                    Company harmless, and will defend the
                                    Company against any and all loss, liability,
                                    damage, claims,

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                                    demands or suits and related costs and
                                    expenses to persons or property that arise,
                                    directly or indirectly, from either acts or
                                    omissions of the Consultant, or material
                                    breach by Consultant of any term or
                                    condition of this Agreement which results in
                                    harm to the Company.

                           (ii)     The Company will indemnify and hold the
                                    Consultant harmless, and will defend the
                                    Consultant against any and all loss,
                                    liability, damage, claims, demands or suits
                                    and related costs and expenses to persons or
                                    property that arise, directly or indirectly,
                                    from breach by the Company of any term or
                                    condition of this Agreement, and from acts
                                    taken by the Consultant in furtherance of
                                    the Business and in connection with the
                                    performance of the Services if he (a) acted
                                    in good faith, in accordance with this
                                    Agreement and in a manner he reasonably
                                    believed to be in or not opposed to the best
                                    interests of the Company, and (b) with
                                    respect to any criminal action or
                                    proceeding, had no reasonable cause to
                                    believe his conduct was unlawful.

         (g)      Successors and Assigns. This Agreement shall be binding upon
                  the Consultant, and inure to the benefit of, the parties
                  hereto and their respective heirs, successors, assigns and
                  personal representatives; provided, however, that the
                  Consultant may not delegate his obligations arising pursuant
                  to this Agreement.

         (h)      Attorney's Fees. If any action at law or in equity is
                  necessary to enforce or interpret the terms of this Agreement,
                  the prevailing party shall be entitled to reasonable
                  attorney's fees, costs and necessary disbursements, in
                  addition to any other relief to which the party may be
                  entitled.

         (i)      Public Disclosure. The Company shall have the right to
                  disclose the terms of this Agreement and the transactions
                  contemplated by this Agreement as well as to disclose the
                  Consultant's name and likeness in any regulatory filings and
                  publicity materials prepared by it and in presentations to
                  current or prospective clients, investor and other third
                  parties. Without obtaining the prior written consent of the
                  Company, the Consultant shall not use the Company's name in
                  any publications or publicity or other materials prepared by
                  or on behalf of the Consultant.


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         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
a sealed document on the date first above written.

                                       NOVIRIO PHARMACEUTICALS LIMITED



                                       By: /s/ Jean-Pierre Sommadossi
                                           _____________________________________
                                           Jean-Pierre Sommadossi
                                           Chairman and Chief Executive Officer


                                       /s/ Paul A. Brooke
                                       _________________________________________
                                       Paul A. Brooke



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                                    EXHIBIT A

                              DUTIES OF CONSULTANT

1.       Advise the Company's management in the preparation of such reports,
         prospectus, information statements, executive summaries, corporate
         and/or transaction profiles, due diligence packages and/or other
         material and documentation as may be reasonably necessary to properly
         present the Company in furtherance of its Business to other entities,
         individuals, investors and prospective investors.

2.       Advise the Company's management on matters related to corporate
         finance, including the nature, structure, extent and other parameters
         of any private or public offer(s) to be made to prospective investors,
         investor groups or their agents.

3.       Advise the Company's management in evaluating proposals and
         participating in negotiations with prospective investors, investor
         groups or their agents.

4.       Advise the Company's management regarding company operations, staffing,
         strategy, and other issues as the Company may reasonably request which
         relate to the building of shareholder value.



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                                    EXHIBIT B

                              CURRENT AFFILIATIONS




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