EXHIBIT 10.20



                              CONSULTING AGREEMENT

     CONSULTING AGREEMENT (the "Agreement") dated as of the 1st day of February,
2002,  between  FLEMINGTON  PHARMACEUTICAL  CORPORATION,  a Delaware corporation
(together  with  its  successors  and  assigns  referred  to  herein  as  the
"Corporation"),  with  principal  offices  located  at  31  State Route 12 West,
Flemington,  New  Jersey  08822 and JOHN  H. KLEIN, residing at 887 Closter Dock
Road,  Alpine,  New  Jersey  07620  (the  "Consultant").

                              W I T N E S S E T H
                          ----------------------------

     WHEREAS,  the  Corporation  desires  to retain Consultant to engage in such
activities and to render such services under the terms and conditions hereof and
has  authorized  and  approved  the  execution  of  this  Agreement;  and

     WHEREAS,  Consultant  desires  to  be retained 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.     CONSULTING  DUTIES  AND  ACCEPTANCE.

          1.1     SERVICES.  During  service hereunder, Consultant shall perform
such  services  as  requested  by the Board of Directors of the Corporation (the
"Board")  and shall report directly to the Board, of which Consultant shall be a
member  and  Chairman.  Consultant  shall  devote  appropriate  business  time,
attention,  knowledge  and  skills  faithfully,  diligently  and  to the best of
Consultant's  ability  in  furtherance  of  the  business  and activities of the
Corporation  (the "Services").  The principal place of performance by Consultant
of  services  hereunder  shall  be  at the principal offices of the Corporation,
Consultant's  offices  in  New  York  City,  or  other  appropriate  places.

          1.2     ACCEPTANCE.  Consultant  hereby  accepts  such  retention  and
agrees  to  render  the  Services.

     2.     TERM  OF  RETENTION.

          2.1     TERM.  The  Consultant's  retention  under this Agreement (the
"Term")  shall begin as of the Effective Date (as hereinafter defined) and shall
continue  for  a  term  of  one  (1)  year, 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.

          2.2     EFFECTIVE  DATE.  The  effective date of this Agreement is the
date  set  forth  above.


<PAGE>
          2.3     RENEWAL.  This  Agreement shall automatically renew itself for
additional  one (1) year terms unless one party shall give the other a Notice of
non-renewal  on or before the first of January preceding the date of termination
of  the  term  then  in  effect.

     3.     COMPENSATION  AND  EXPENSE  REIMBURSEMENT.

          3.1     COMPENSATION.  The  Corporation  shall  pay  Consultant  a
consulting  fee at the annual rate of $300,0000 per year.  Payment shall be made
monthly,  on  the  first day of each calendar month.  For any subsequent renewal
year  of  retention, the annual fee shall be renegotiated by the parties as part
of  the  renewal process. Consultant shall be responsible for the payment of all
taxes  and  similar  charges levied in connection with the payment to him of the
fee  and  any  other payments due hereunder, and shall hold the Corporation, its
officers  and  directors  harmless  in  that  regard.

          3.2     EXPENSE  REIMBURSEMENT.  All  travel  and  other  expenses
reasonably incurred by Consultant incidental to the rendering of Services to the
Corporation  hereunder  shall  be  paid  by  the  Corporation  or  reimbursed to
Consultant  upon  receipt  and  approval of expense reports on Corporation forms
supported  by  appropriate  documentation.  From  time to time, Consultant 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. In addition, the Corporation shall provide Consultant with the
cost  of  a  car  and  driver  for Consultant in lieu of and associated with the
travel  required of Consultant due to his not relocating his residence to closer
proximity to the Corporation's principal offices. Payment therefor shall be made
on  the  first  of  each  month. Consultant acknowledges and agrees that, to the
extent  deemed appropriate by the Corporation's accountants, the cost of the car
and  driver shall be deemed to be additional imputed income to Consultant in the
amount  of  $6,000  per  month.

          3.3     SUCCESS FEES. In addition, Consultant shall be entitled to (a)
such other 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 Consultant's rendition of services and (b) receive a Success Fee
upon the completion of each Corporate Deal introduced to the Corporation by him,
according  to  the  following  schedule:

A.   Ten  percent  (10%)  of  the net revenue received by the Corporation in any
     Corporate  Deal  where  the  Corporation's share of the profits is at least
     fifty  percent  (50%);

B.   Eight  percent  (8%)  of the net revenue received by the Corporation in any
     Corporate  Deal  where  the  Corporation's share of the profits is at least
     forty  percent  (40%);

C.   Six  percent  (6%)  of  the  net revenue received by the Corporation in any
     Corporate  Deal  where  the  Corporation's share of the profits is at least
     thirty  percent  (30%);

                                      -2-
<PAGE>

D.   Four  percent  (4%)  of  the net revenue received by the Corporation in any
     Corporate  Deal  where  the  Corporation's share of the profits is at least
     twenty  percent  (20%);

E.   Two  percent  (2%)  of  the  net revenue received by the Corporation in any
     Corporate Deal where the Corporation's share of the profits is at least ten
     percent  (10%);

A  "Corporate  Deal"  is  defined for the purpose of this Agreement as being any
strategic  partnership,  licensing  arrangement  or similar venture, between the
Corporation  and  one or more unrelated parties introduced to the Corporation by
Consultant,  and  relating  to  the  development  and  sale of the Corporation's
products.  Where  the  Corporation  is to receive a continuing stream of revenue
over  a  period  of  time,  the  Success  Fee shall be paid to Consultant as the
revenue  is  received  by the Corporation. "Net revenue" for the purpose of this
Agreement  means  the  gross  revenue  received  by  the  Corporation  from  the
transaction  less all direct costs incurred by the Corporation in performing its
obligations in the transaction. Payments shall be made to Consultant as payments
are  received  by  the  Corporation.  Initial  up-front payments received by the
Corporation  shall  trigger  the  beginning  of  payments  to  Consultant.


     4.     OPTIONS.  Upon  execution of this Agreement, Corporation shall issue
to Consultant Non-Plan Options to purchase One Million (1,000,000) shares of the
Corporation's  Common  Stock  at  an  exercise price of $2.40 per share of stock
underlying  the  Options. The Options shall vest and become exercisable in three
equal  annual installments, on February 1, 2003, 2004 and 2005 respectively. The
Options  shall  permit  cashless exercise. Notwithstanding the foregoing vesting
schedule, the sale by the Corporation of more than fifty percent (50%) ownership
of  the  Corporation  in  a  single  transaction,  whether  by  sale,  merger or
otherwise,  shall  result  in  the  total  and immediate vesting of all Options.

     5.     SEVERANCE.

          5.1     TERMINATION  FOR  GOOD  REASON.  If  Consultant's  retention
hereunder shall be terminated for Good Reason (as defined in Section 9.4 hereof)
at  any  time  prior  to  the  end  of the Term, Consultant shall be entitled to
receive  from  the  Corporation,  in  addition to any fees earned to the date of
termination,  a severance payment in an amount equal to Consultant's fee for the
remainder  of  the  entire Term, payable to the Consultant in monthly increments
until  the  date  on  which  the  Term  would  have  otherwise  expired, had the
termination  not  occurred.  In  the  event of such termination, the amounts due
hereunder  shall  be  payable without offset or defense or any obligation of the
Consultant  to  mitigate  damages.

          5.2     CONSULTANT'S  TERMINATION  WITHOUT  GOOD  REASON.  If  the
Consultant  terminates without Good Reason (as defined in Section 9.4 hereof) at
any  time  prior to the end of the Term, Consultant shall be entitled to receive
from  the  Corporation  payment  of  any unpaid  fees 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
Consultant's termination without Good Reason shall act as a waiver of all claims

                                      -3-
<PAGE>
to  compensation  which  would  have  otherwise  accrued  after  the  date  of
termination,  except  as  to  future Success Fees for transactions closed before
termination  where  revenue  will  continue  to  be  received by the Corporation
following  termination.

     6.     [INTENTIONALLY  OMITTED]

     7.     [INTENTIONALLY  OMITTED]

     8.     INDEMNIFICATION.

     The  Corporation  shall  indemnify  Consultant and hold Consultant 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
Consultant  is  a  named  party, or (b) any claim asserted or threatened against
Consultant,  provided,  in  either  case, the matter has arisen because of or in
connection  with  Consultant's being or having been an consultant to or 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 Consultant and the Corporation prevailed against Consultant in such
matter,  or  (c)  the expenses were incurred in connection with a matter arising
out  a  material  breach  by  Consultant  of  this  Agreement or of Consultant'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.

     9.     TERMINATION.

          9.1     DEATH.  If  Consultant dies during the Term of this Agreement,
Consultant's  retention  hereunder  shall  terminate  upon  his  death  and  all
obligations  of  the  Corporation hereunder shall terminate on such date, except
that  Consultant's  estate  or  his  designated beneficiary shall be entitled to
payment of any unpaid accrued fees through the date of his death, and any vested
portion  of  Success  Fees  payable  thereafter,  to  be paid as received by the
Corporation.

          9.2     DISABILITY.  If  Consultant  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 90 consecutive days by reason of Consultant's physical
or  mental  disability,  whether  by reason of injury, illness or similar cause,
Consultant shall be deemed disabled, and the Corporation any time thereafter may
terminate  Consultant's retention hereunder by reason of the disability.  During
such  90  day  period,  the  fees  payable  to Consultant hereunder shall not be
suspended  or  diminished.  Upon  delivery to Consultant of notice to terminate,
all  obligations  of  the  Corporation  hereunder  shall  terminate, except that
Consultant  shall  be entitled to payment of any unpaid accrued fees through the
date  of termination, and any vested portion of Success Fees payable thereafter,
to  be paid as received by the Corporation.  The obligations of Consultant under
Section  10  hereof  shall  continue notwithstanding termination of Consultant's
retention  pursuant  to  this  Section  9.2.

                                      -4-
<PAGE>

          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  Consultant  for  Cause, whereupon the Corporation's obligation to pay
compensation  or  other  amounts  payable  hereunder  to  or  for the benefit of
Consultant  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
Consultant of this Agreement including without limitation a breach by Consultant
of  the  obligations set forth in Section 10 hereof; (ii) excessive absenteeism,
alcoholism or drug abuse; (iii) substantial neglect or inattention by Consultant
of  or  to  his  duties hereunder; (iv) willful violation of specific and lawful
written  or  oral  direction  from  the  Board  of  Directors of the Corporation
provided  such  direction  is  not inconsistent with the Consultant's duties and
responsibilities; or (v) fraud, criminal conduct or embezzlement.  The following
shall  be  deemed  a  material breach for the purposes of Subsection (i) hereof:
(a)  the  Consultant'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 a Consultant to or Director
of the Corporation; or (c) willful or reckless disregard of his responsibilities
under  this Agreement.  The obligations of the Consultant under Section 10 shall
continue  notwithstanding  termination of the Consultant's retention pursuant to
this  Section  9.3.

          9.4     TERMINATION  BY  CONSULTANT.  The  Consultant  shall  have the
right to terminate this Agreement for Good Reason, as hereinafter defined.  Good
Reason shall mean any of the following:  (i) the assignment to the Consultant of
duties  inconsistent with the Consultant's position, duties or responsibilities,
as  described  herein;  (ii)  any  material  reduction by the Corporation of the
Consultant's duties and responsibilities; (iii) any reduction by the Corporation
of  the  Consultant's  compensation  or  benefits  payable  hereunder  (it being
understood  that  a  reduction  of  benefits  applicable to all employees of the
Corporation,  including  the  Consultant, shall not be deemed a reduction of the
Consultant's  compensation  package  for  purposes  of this definition); or (iv)
requiring  the  Consultant  to  be  based  without his consent at a location not
within  reasonable  commuting  distance  of  Flemington,  New  Jersey.

     10.     CONFIDENTIALITY;  NON-COMPETITION.

          10.1     CONFIDENTIALITY.  The  Corporation and Consultant acknowledge
that  the services to be performed by Consultant under this Agreement are unique
and  extraordinary,  and,  as  a  result  of  Consultant's  retention hereunder,
Consultant  will  be in possession of confidential information and trade secrets
relating  to  the  business and affairs of both the Corporation and its clients.
Consultant agrees that Consultant will not, other than in the ordinary course of
business  and  subject  to  receipt of an appropriate Confidentiality Agreement,
during or after any term of retention, directly or indirectly use or disclose to
any  person,  firm  or  corporation  any  confidential information regarding the
clients,  customers,  business  practices,  products,  research  programs of the
Corporation or its clients acquired by Consultant during Consultant's retention,
unless  Consultant  has  obtained  the  Corporation's  advance  written  consent
specifically  authorizing  Consultant's  disclosure  or  use  thereof.

                                      -5-
<PAGE>

          10.2     NON-COMPETITION.  Consultant  agrees  that,  for  a  period
beginning  with  the  Effective  Date of this Agreement and ending twelve months
after  the  date of termination of his retention by the Company, Consultant 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. Consultant also agrees that,
during  such  period,  Consultant will not solicit or encourage any persons who,
during  such  period,  were  employees of Company to (i) terminate such persons'
retention  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 Consultant, either directly or indirectly, has
an  interest.  If  Company  directs  Consultant  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 Consultant by paying him his base fee during
the  period  he  is  prevented  from  pursuing  such  activity.

          10.3     ANTI-RAIDING.  Consultant  agrees that during the term of his
retention  hereunder,  and,  thereafter for a period of one (1) year, Consultant
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.

          10.4     INJUNCTION.  Consultant 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". Consultant, 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 Consultant agrees
that  in  such  action,  if  the  Corporation  makes  a prima facie showing that
Consultant  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 Consultant
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.

                                      -6-
<PAGE>

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

          10.6     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 Consultant 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  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 Consultant 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 begun
within  thirty  (30)  days  after  request  therefor 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  Consultant  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 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

                                      -7-
<PAGE>

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.

          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 Consultant's rights and
obligations  hereunder,  may not be assigned by Consultant.  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

                                      -8-
<PAGE>

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.

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




ATTEST:                                   FLEMINGTON  PHARMACEUTICAL
                                          CORPORATION.



By:/s/  Robert  F.  Schaul                By:/s/  Harry  A.  Dugger III
    -----------------------                  ---------------------------
       Robert  F.  Schaul,  Secretary


WITNESS:



/s/  Robert  F.  Schaul                     /s/  John  H. Klein
-----------------------                    --------------------
                                                John  H.  Klein



                                      -9-