EMPLOYMENT AGREEMENT

         THIS EMPLOYMENT  AGREEMENT is entered into as of the 14th day of August
2000 (the  "Effective  Date") by and between  Bentley  Pharmaceuticals,  Inc., a
Delaware  corporation (the "Employer"),  and Jordan A. Horvath (the "Employee"),
as the same may be modified, supplemented, amended or restated from time to time
in the manner provided herein.

                                    RECITALS

         The Employer  desires to employ the Employee,  and the Employee desires
to be employed by the Employer, all upon the terms and provisions and subject to
the conditions set forth in this Agreement.

                                   WITNESSETH

         NOW THEREFORE,  in  consideration  of the foregoing  premises and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree to be legally bound as follows:

1. Employment. The Employer hereby employs the Employee, and the Employee hereby
accepts  such  employment  as the Vice  President  and  General  Counsel  of the
Employer  upon  the  terms  and  subject  to the  conditions  set  forth in this
Agreement.  The Employee  shall,  without any  compensation  in addition to that
which is specifically provided in this Agreement,  serve in such further offices
or  positions   with  Employer  or  any  subsidiary  or  affiliate  of  Employer
(collectively,  the  "Employer  Group") as shall from time to time be reasonably
requested by the Chief Executive Officer or Board of Directors of Employer. Each
office and position  within the Employer Group in which Employee may serve or to
which  he may be  appointed  shall  be  consistent  in  title  and  duties  with
Employee's positions as Vice President and General Counsel of the Employer.

2. Term. Subject to the termination provisions  hereinafter contained,  the term
of employment  under this Agreement  shall be for an initial term of three years
and 4 1/2 months,  commencing on the Effective Date and  terminating on December
31,  2003.  This  Agreement  and  the  Employee's   employment  hereunder  shall
thereafter be  automatically  renewed for successive one (1) year terms,  unless
terminated as hereinafter provided.  The term of employment  hereunder,  and any
extension thereof pursuant to this paragraph, are referred to as the ("Term").

3. Compensation, Reimbursement, etc.

         (a) Base Salary.  On the Effective  Date, the Employer shall pay to the
Employee as compensation for all services rendered by the Employee a base salary
of $290,000 plus annual bonuses as determined by the  Compensation  Committee of
the Board of Directors, subject to Sections 3(d) and 3(e).

<PAGE>

         (b) Expense Reimbursement. The Employer shall reimburse the Employee on
a semi-monthly basis for all reasonable expenses incurred by the Employee in the
performance  of his duties  under this  Agreement;  provided  however,  that the
Employee shall have  previously  furnished to the Employer an itemized  account,
satisfactory to the Employer, in substantiation of such expenditures.

         (c)  Benefits.  The  Employee  shall be  entitled  to health  and other
benefits on the same terms and conditions as the Employer has made available all
other senior executives of Employee,  including without limitation participation
in and  contributions  to the Employer's  401(k) plan,  health and other welfare
plans.  All benefit  plans  shall be  effective  throughout  the Term and may be
provided  at the  outset  either  by  participation  in  Employer's  plans or by
reimbursement  to the  Employee for  participation  in  Employee's  plans from a
previous  employer.  The  Employer  shall  obtain  a  term  life  insurance  and
disability  policy  for the  Employee  with a value  equal to at  least  one and
one-half  year's  base  salary  payable to the estate of the  Employee  upon the
Employee's  death or to the Employee in the event of  disability  as provided in
Section 7(b) hereof.

         (d)  Bonuses.  The  Employee  shall be eligible for a bonus during each
year of the Term in an amount to be  determined by the  Compensation  Committee.
Bonuses  (payable in cash and/or common stock of the Company) will be determined
based upon, but not limited to, Employee's  involvement in:  improvements to the
financial  position of the  Company,  the  attainment  of  strategic  alliances,
acquisition  of  new  products,   acquisition  of   technologies,   purchase  of
developmental products for future commercialization, raising of capital, as well
as specific  personal and corporate goals. The Employee will be evaluated by the
Chief Executive Officer who at the end of each year will make his recommendation
to the Board of Directors Compensation Committee. Any increase in the Employee's
compensation would be effective at the beginning of the calendar year.

         (e)  Annual  Review.  The  Employee  shall  be  reviewed  by the  Chief
Executive  Officer of the  Employer  on an annual  (calendar  year) basis and be
eligible  to  receive a minimum  of five  percent  increase  in base  salary and
issuance (or vesting) of stock options as determined by the Board's Compensation
Committee.

         (f) Stock Option Plan.  The  Employee  has been granted  stock  options
under the 1991 Stock Option Plan or any successor  plan (the "Plan") or Non-Plan
Options  (defined  below) for 150,000 shares which will vest as to 50,000 shares
on  each  anniversary  of  this  Agreement.  Additional  grants  may be  made as
determined by the Board of Directors'  Compensation  Committee, in an amount not
less than set forth in paragraph (e) above.

4. Duties.  The Employee is engaged as the Vice President and General Counsel of
Bentley  Pharmaceuticals,  Inc. In addition,  the Employee shall have such other
duties and hold such offices as may from time to time be reasonably  assigned to
him by the  Chief  Executive  Officer  and/or  the  Board  of  Directors  of the
Employer.

5. Extent of Services. During the Term, the Employee shall devote his full time,
energy and  attention  to the  benefit  and  business  of the  Employer  and its
affiliates and shall not be employed by another  entity,  except as a consultant
to or as a  director  of a  non-competitive  company  or, if a

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<PAGE>

company  that  is  competitive  to or  could  be of  strategic  interest  to the
Employer, as approved by the Employer's Board of Directors.

6.  Vacation  and Days Off.  The  Employee  may take a maximum  of four weeks of
vacation each calendar year (or a pro rata amount for each portion thereof),  at
times to be  determined  in a manner  most  convenient  to the  business  of the
Employer,  as approved  by the Chief  Executive  Officer.  A maximum of one week
unused  vacation may be carried over from one calendar  year to the next or will
be paid to the Employee.

7.  Termination Following Death or Incapacity.
    ------------------------------------------

         (a)  Death.  All rights of the  Employee  under  this  Agreement  shall
terminate upon death (other than rights accrued prior thereto). All Plan Options
shall vest in accordance  with the Plan and shall be exercisable for a period of
time as set forth in the Plan. All Non-Plan  Options shall  immediately vest and
transfer to the  Employee's  estate and be  exercisable  for a period of 5 years
from the date of his death or the  period  of time as set forth in the  Non-Plan
Option  Contract,  whichever  is  greater.  However,  at  the  election  of  the
Employee's  estate,  all Plan Options may be terminated and may be replaced with
Non-Plan Options (the "Replacement Options"). The Replacement Options shall have
the same terms as set forth in the Plan,  except that terms relating to Non-Plan
Options,  which are set forth in this  Agreement and which vary the terms of the
Plan shall  govern.  The  Employer  shall pay to the estate of the  Employee any
unpaid salary and other benefits due as well as  reimbursable  expenses  accrued
and owing to the Employee  prior to his death.  The Employer  agrees to maintain
life insurance on the Employee equivalent to one and one half year's base salary
and will be payable to the Employee's  estate upon his death. The Employer shall
have no additional  financial obligation under this Agreement to the Employee or
his estate beyond the term-life insurance benefit and as discussed above.

         (b) Disability.

            (i) During any period of  disability,  illness or incapacity  during
the term of this  Agreement  which  renders the  Employee  at least  temporarily
unable to perform the services  required under this  Agreement,  throughout this
time the  Employee  shall  receive his salary  payable  under  Section 3 of this
Agreement,  less any benefits  received by him under any insurance carried by or
provided by the Employer;  provided  however,  all rights of the Employee  under
this Agreement  (other than rights already  accrued) shall terminate as provided
below upon the Employee's permanent disability (as defined below).

            (ii) The term "permanent disability" as used in this Agreement shall
mean the inability of the  Employee,  as determined by the Board of Directors of
the Employer,  by reason of physical or mental  disability to perform the duties
required of him under this Agreement after a period of: (a) 120 consecutive days
of such disability;  or (b) disability for at least six months during any twelve
month period. Upon such determination,  the Board of Directors may terminate the
Employee's  employment  under this  Agreement  upon ten (10) days prior  written
notice.  In the event of permanent  disability  all Plan  Options  shall vest in
accordance  with the terms of the Plan and shall be exercisable  for a period of
time as set forth in the Plan. All Non-Plan  Options shall  immediately vest and
will be  exercisable  for a period of five years or the

                                      -3-
<PAGE>

period of time indicated in the option  contract,  whichever is greater.  At the
election of the Employee,  Plan Options may be terminated and may be replaced by
Replacement Options.

            (iii) If any determination of the Board of Directors with respect to
permanent  disability is disputed by the Employee,  the parties  hereto agree to
abide by the decision of a panel of three physicians.  The Employee and Employer
shall  each  appoint  one  member,  and the third  member of the panel  shall be
appointed  by the other two  physicians.  The  Employee  agrees to make  himself
available for and to submit to reasonable examinations by such physicians as may
be directed by the Employer. Failure to submit to any such exam shall constitute
a material breach of this Agreement.  In the event such a panel is convened, the
party whose position is not sustained will bear all the associated costs.

8. Other Terminations.
   -------------------

         (a) Without Cause.

            (i) Either the Employee or the Employer may terminate this Agreement
upon written notice, sixty (60) days prior to the end of the initial term or any
one-year extension of this Agreement.

            (ii) If the Employee  gives notice  pursuant to paragraph (i) above,
the Employer  shall have the right to either (a) relieve the Employee,  in whole
or  in  part,  of  his  duties  under  this  Agreement   (without  reduction  in
compensation)  or (b) to accelerate the date of termination to coincide with the
date on which the written notice is received (without  reduction in compensation
for the notice period).

            (iii)  Notwithstanding  any provisions  hereof to the contrary,  the
Employer may terminate this Agreement without cause at any time. If the Employer
terminates  this  Agreement   pursuant  to  the  provisions  of  this  paragraph
8(a)(iii),  it shall pay to the  Employee as a severance  benefit,  in cash,  an
amount equal to two (2) times the  Employee's  Base Salary plus bonus,  all Plan
Options  shall  vest in  accordance  with the  terms  of the  Plan and  shall be
exercisable  for a period  of time as set  forth  in the  Plan and all  Non-Plan
Options shall  immediately  vest and be exercisable by the Employee for a period
of five years or the period of time  indicated in the Non-Plan  Option  contract
whichever is greater.  At the election of the Employee,  all Plan Options may be
terminated and may be replaced by Replacement Options.

         (b) For Cause.

            (i) The Employer may terminate  this  Agreement  without  notice (a)
upon the Employee's breach of any material  provision of this Agreement,  or (b)
for other "good cause" (as defined below).

            (ii) The term "good cause" as used in this Agreement  shall include,
but shall not be limited to: (a) conduct  which  breaches  Employee's  fiduciary
duties to the Employer;  (b) conviction of any crime involving moral  turpitude;
and (c) substantial  dependence,  as determined by the Board of Directors of the
Employer,  on any  addictive  substance,  including  but not limited to alcohol,
amphetamines,  barbiturates,  methadone,  cannabis,  cocaine,  PCP,  THC, LSD or

                                      -4-
<PAGE>

narcotic drug.  Should the Employee  dispute such a  determination,  the parties
hereto  agree to  abide  by the  decision  of a panel  of  three  physicians  as
described in section 7 (b)(iii).

            (iii)  Payment  on  Termination.  If this  Agreement  is  terminated
pursuant to Section  8(b),  the  Employer  shall pay to the  Employee any unpaid
salary and other  benefits and  reimbursable  expenses  accrued and owing to the
Employee.  Such payment  shall be in full and complete  discharge of any and all
liabilities or obligations of the Employer to the employee  hereunder except any
additional  compensation  that may be owed as provided in Section 9 hereof.  The
Employee shall be entitled to no further  benefits  under this  Agreement  other
than  extension of health  benefits at the  Employee's  expense and Plan Options
shall vest in accordance with the terms of the Plan and shall be exercisable for
a period of time as set forth in the Plan and all  Non-Plan  Options  awarded to
the Employee shall  immediately  vest and be exercisable for a period of 5 years
or the period of time indicated in the option contract, whichever is greater.

9. Termination of Employment Upon Change in Control.
   -------------------------------------------------

         (a) For purposes  hereof, a "Change in Control" shall be deemed to have
occurred if:

            (i) there has occurred a "change in control" as such term is used in
Item 6(e) of Schedule 14A of Regulation  14A  promulgated  under the  Securities
Exchange Act of 1934, as in effect as the date hereof  (hereinafter  referred to
as the "Act");

            (ii) if there has occurred a Change in Control as the term "Control"
is defined in Rule 12b-2 promulgated under the Act;

            (iii) when any "person" (as such term is defined in Section3 (a) (9)
and 13 (d)  (3) of the  Act),  during  the  Term of this  Agreement,  becomes  a
beneficial  owner,  directly  or  indirectly,  of  securities  of  the  Employer
representing  20% or more of the Employer's then outstanding  securities  having
the right to vote on the  election of  directors in such person did not have 20%
or more at the  commencement  of the Term;  or if such a person having more than
20% increases his or its holdings by more that 15% during the Term;

            (iv) if the  stockholders of the Employer approve a plan of complete
liquidation or dissolution of the Employer or a merger or consolidation in which
the Employer is not the surviving corporation;

            (v) if there has occurred a change in ownership of effective control
of the Employer  (within the meaning of Section 280G (b) (2) (A) of the Internal
Revenue Code of 1986, as amended (the "Code"); or

            (vi) when the  individuals who are members of the Board of Directors
of the Employer on the date hereof shall cease to constitute at least a majority
of the Board of  Directors  of the  Employer,  provided,  however,  that any new
director  whose election to the Board of Directors or nomination for election to
the  Board of  Directors  then  still in  office,  shall  not be  deemed to have
replaced his or her predecessor.

                                      -5-
<PAGE>

         (b) The Employee may  terminate  his  employment  at any time within 12
months after a Change in Control and any of the following events has occurred:

            (i) an  assignment to the Employee of any duties  inconsistent  with
the  status of the  Employee's  office  and/or  position  with the  Employer  as
constituted  immediately prior to the Change in Control or a significant adverse
change in the nature or scope of the Employee's authority,  power, compensation,
functions or duties as constituted  immediately  prior to the Change in Control,
or

            (ii) a failure by the Employer, after having received written notice
from the Employee  specifying a material breach of its  obligations  pursuant to
this Agreement, to cure such breach within 30 days after receipt of such notice,
or

            (iii) the Employee  determines that the work  environment is hostile
or uncomfortable.

         An election by the Employee to  terminate  his  employment  following a
Change in Control shall not be deemed a voluntary  termination  of employment by
the Employee for the purpose of interpreting the provisions of this Agreement or
any of the Employer's  employee benefit plans and  arrangements.  The Employee's
continued employment with the Employer for any period of time during the Term of
this Agreement after a Change of Control shall not be considered a waiver of any
right he may have to terminate his employment to the extent permitted under this
Section 9(b).

         If the Employer  terminates  the  Employee  without  cause  pursuant to
Section  8(a) hereof  within 12 months  after a Change in Control has  occurred,
such  termination  shall be deemed an election by the Employee to terminate  his
employment  pursuant to this Section  9(b) and Employee  shall have the right to
the compensation set forth in Section 9(c) instead of the compensation set forth
in Section 8(a).  In addition,  in the event of such  termination,  the Employee
shall  continue  to have the  obligations  provided  for in  Sections  11 and 12
hereof.

         (c) If the Employee's  employment with the Employer is terminated under
Section 9(b) hereof:

            (i) the Employee  shall be paid in a lump sum,  within 30 days after
termination  of  employment,  in cash,  severance pay in an amount equal to 2.99
times his Base Salary plus  bonuses,  or that amount of salary and bonuses  that
would have been due to the Employee  through the  expiration of the Term of this
Agreement,  whichever  is the greater;  Notwithstanding  the  foregoing,  if the
majority  of the Board  approves  a  transaction  which  results  in a Change in
Control,  (a) the Employee may not terminate his employment  pursuant to Section
9(b)(iii)  hereof and the amount paid to the Employee shall be calculated  using
the multiplier 2.0 rather than 2.99 as set forth in Section 9 (c).

            (ii) the  Employee  shall be  issued a number  of stock  options  to
purchase  shares of common stock (the "Common  Stock") of the Employer  equal to
the  number  of  stock  options  (vested  or  non-vested)  held by the  Employee
immediately prior to the effective date of any

                                      -6-
<PAGE>

Change in Control.  To the extent that a sufficient number of options for shares
of Common Stock are  available  under the Plan,  options to purchase such shares
shall be issued  under the Plan ("the Plan  Options");  to the extent that there
are an  insufficient  number of shares  available under the Plan, such number of
options to purchase  shares shall be issued  outside of the Plan (the  "Non-Plan
Options").  The exercise  price of the shares  underlying the Plan Options shall
equal the fair market  value of the  Employer's  Common Stock on the date of the
Employee's  termination  and the  exercise  price of the shares  underlying  the
Non-Plan  Options  shall equal the closing  bid price of the  Employer's  Common
Stock on the Effective Date of this Agreement; and

            (iii) all stock  options held by the Employee  immediately  prior to
the  effective  date of the Change in Control  and those  Plan  Options  granted
pursuant to Section 9(c)(ii) shall immediately vest and become fully exercisable
for a period of time indicated in the option contract,  and all Non-Plan Options
granted  pursuant to Section  9(c)(ii) shall  immediately  vest and become fully
exercisable  for a period  of 5 years or the  period  of time  indicated  in the
option contract,  whichever is greater;  however, at the option of the Employee,
if the Employee is to receive options pursuant to this section, all Plan Options
may be terminated and may be replaced with Replacement Options; and

            (iv) benefits, as provided in Section 3(c), shall continue until the
end of the Term as if the Employee continued to remain in employment through the
end of the Term of this  Agreement  or for a period of five years  whichever  is
greater.

         The lump sum severance payment  described in this Section  9(c)(i)-(iv)
is hereinafter referred to as the "Termination  Compensation." The amount of the
Termination Compensation shall be determined, at the expense of the Employer, by
its regular outside certified public accountant. Upon payment of the Termination
Compensation and any other accrued compensation,  this Agreement shall terminate
(except for the Employee's  obligations  pursuant to Sections 10, 11, 12, 13 and
14 hereof) and be of no further force or effect.

         (d) After a Change in Control has  occurred,  the Employer  shall honor
the  Employee's  exercise of the  Employee's  outstanding  stock options and any
other stock related rights, in accordance with this Employment Agreement.  After
a Change in Control has occurred and the Employee's  employment is terminated as
a result  thereof,  the  Employee  (or his  designated  beneficiary  or personal
representative(s))  shall  also  receive,  except  to the  extent  already  paid
pursuant to Section  9(c)(i)  hereof or otherwise,  the sums the Employee  would
otherwise have received  (whether under this Agreement,  by law or otherwise) by
reason of termination of employment as if a Change of Control had not occurred.

         (e)  Notwithstanding  anything in this  Agreement to the contrary,  the
Employee  shall have the right,  prior to the  receipt by him of any amounts due
hereunder,  to treat  some or all of such  amounts  as a loan from the  Employer
which the Employee shall repay to the Employer,  within 90 days from the date of
receipt,  with  interest at the rate  provided in Section 7872 of the Code.  The
repayment of the loan balance  will be with the  deferred  severance  which will
then be supplied by the  Employer.  Notice of any such  waiver or  treatment  of
amounts  received as a loan shall be given by the  Employee  to the  Employer in
writing and shall be binding upon the Employer.

                                      -7-
<PAGE>

         (f) The  Employee  shall not be required to mitigate the payment of the
Termination  Compensation  or  other  benefits  or  payments  by  seeking  other
employment.  To the  extent  that the  Employee  shall,  after  the Term of this
Agreement,  receive  compensation  from any other  employment,  the  payment  of
Termination Compensation or other benefits or payments shall not be adjusted.

10. Disclosure,  Proprietary Rights. The Employee agrees that during the Term of
his employment by the Employer, he will disclose only to the Employer all ideas,
methods, plans, formulas, processes, trade secrets, developments or improvements
known  by him  which  relate  directly  or  indirectly  to the  business  of the
Employer,  including any lines of business,  acquired by the Employee during his
employment by the Employer;  provided,  that nothing in this Section 10 shall be
construed as requiring any such  communication  where the idea, plan,  method or
development is lawfully protected from disclosure,  including but not limited to
trade secrets of third  parties.  For purposes of the  Agreement,  the term "the
business of the Employer" shall include, without limitation,  the following: the
design, development,  obtaining regulatory approval, production,  manufacturing,
marketing,  and licensing of prescription and  non-prescription  drugs,  medical
devices, and methods for the diagnosis,  evaluation,  treatment or correction of
any disease, injury, illness or other medical or health condition and such other
lines of business as the Employer  shall  engage in during the Term hereof.  The
parties further agree that any inventions,  formulas,  trade secrets,  ideas, or
secret  processes  which shall arise form any  disclosure  made by the  Employee
pursuant  to this  paragraph,  whether or not  subject  to patent,  shall be and
remain the sole property of the Employer.

11.  Confidentiality.  The  Employee  agrees  to  keep  in  strict  secrecy  and
confidence any and all information  the Employee  assimilates or to which he has
access  during his  employment  by the Employer and which has not been  publicly
disclosed  and is not a matter of common  knowledge in the fields of work of the
Employer.  The  Employee  agrees  that  both  during  and  after the Term of his
employment by the Employer,  he will not,  without prior written  consent of the
Employer,  disclose  any such  confidential  information  to any  third  person,
partnership, joint venture, company, corporation, or other organization.

12. Non-Competition. The Employee covenants that he will not engage, directly or
indirectly,  alone  or  in  conjunction  with  others,  as an  agent,  employee,
investor,  director,  shareholder  or partner  in any  business  which  provides
products,  information  and/or services to the public which are competitive with
those provided by the Employer Group;  provided,  however, that the ownership by
the Employee of 5% or less of the issued and outstanding  shares of any class of
securities which is traded on a national  securities exchange or in the over the
counter  market shall not constitute a breach of the provisions of this section.
This  covenant  shall  continue  for the Term  hereof and for a one year  period
subsequent  to the  termination  of this  Agreement.  Through  the  Term of this
Agreement and for a period of one year thereafter, if the Employee is terminated
for good  cause,  the  Employee  will not on his own  behalf or on behalf of any
other  business  enterprise,  directly  or  indirectly,  solicit  or induce  any
creditor, customer, client, supplier, officer, employee or agent of the Employer
Group to sever  his/her  or its  relationship  with or leave  the  employ of the
Employer Group.

13.  Conflict of Interest.  The Employee shall devote his full time,  energy and
attention  to the benefit and  business of the  Employer  Group and shall not be
employed by another  entity,  except

                                      -8-
<PAGE>

as permitted in Section 5. It is  understood  by and between the parties  hereto
that the  restrictive  covenants set forth in Sections 10, 11, 12, 13 and 14 are
essential  elements  of this  Agreement  and that but for the  agreement  of the
Employee to comply with such covenants, the Employer would not have entered into
this Agreement.  Notwithstanding anything to the contrary in this Agreement, the
terms and provisions of Sections 11, 12, 13 and 14 of this  Agreement,  together
with any  definitions  used in such  terms and  provisions,  shall  survive  the
termination or expiration of this Agreement. The existence of any claim or cause
of action of the  Employee  against the  Employer,  whether  predicated  on this
Agreement or otherwise, shall not constitute a defense to the enforcement by the
Employer of such covenants.

14.  Specific  Performance.  The  Employee  agrees  that  damages at law will be
insufficient  remedy  to the  Employer  if the  employee  violates  the terms of
Sections  10,  11, 12 or 13 of this  Agreement  and that the  Employer  shall be
entitled,  upon  application  to a court of  competent  jurisdiction,  to obtain
injunctive  relief to enforce the provisions of such Sections,  which injunctive
or other  equitable  relief shall be in addition to any other rights or remedies
available to the  Employer,  and the Employee  agrees that he will not raise and
hereby waives any objection or defense that there is an adequate remedy at law.

15. Compliance with Other Agreements.  The Employee represents and warrants that
the execution of this  Agreement by him and his  performance  of his  obligation
hereunder  will not conflict  with,  result in the breach of any  provision  of,
terminate,  or constitute a default under any agreement to which the Employee is
or may be bound.

16.  Waiver of  Breach.  The  waiver by the  Employer  of a breach of any of the
provisions of this  Agreement by the Employee shall not be construed as a waiver
of any subsequent breach by the Employee.

17. D&O Insurance;  Indemnification.  The Employer  hereby agrees to maintain in
full  force and  effect  for the  duration  of this  Agreement,  Director's  and
Officer's  Liability  Insurance of at least $2,000,000 and to indemnify and hold
harmless to the full extent permitted by law, the Employee for acts performed by
him in carrying  out his duties and  responsibilities  in  accordance  with this
Agreement.

18. Binding Effect, Assignment. The rights and obligations of the Employer under
this  Agreement  shall  inure to the  benefit of and shall be  binding  upon the
successors and assigns of the Employer.  This Agreement is a personal employment
contract and the rights, obligations and interests of the Employee hereunder may
not be sold , assigned or hypothecated.  Whenever in this Agreement reference is
made to any party,  such  reference  shall be deemed to include the  successors,
assigns,  heirs, and legal  representatives  of such party, and without limiting
the generality of the foregoing, all representations,  warranties, covenants and
other  agreements  made by or on behalf of the Employee in this Agreement  shall
inure to the benefit of the  successors  and assigns of the Employer;  provided,
however, that nothing herein shall be deemed to authorize or permit the Employee
to assign any of his rights or  obligations  under this  Agreement  to any other
person (whether or not a family member or other affiliate or the Employee, other
than as specifically provided in this Agreement), and the Employee covenants and
agrees that he shall not make any such assignments.

                                      -9-
<PAGE>

19. Modification,  Amendment,  Etc. Each and every modification and amendment of
this Agreement shall be in writing and signed by all of the parties hereto,  and
each and every waiver of, or consent to any departure from, any  representation,
warranty,  covenant or other term or  provision  of this  Agreement  shall be in
writing and signed by each affected party hereto.

20.  Notice.  Any notice  required or permitted to be given under this Agreement
shall be sufficient  if in writing and if sent by certified or registered  mail,
first class, return receipt requested, to the Employer, at its executive offices
as set forth in its filings with the Securities and Exchange  Commission and, to
the Employee,  at his address as set forth on the current  employment records of
the Employer.

21. Severability.  It is agreed by the Employer and Employee that if any portion
of the  provisions  set  forth in this  Agreement  are held to be  unreasonable,
arbitrary or against public policy, then that portion of such covenants shall be
considered  divisible  both as to time and  geographical  area. The employer and
Employee  agree  that if any  court of  competent  jurisdiction  determines  the
specific  time period or the  specified  geographical  area  applicable  to this
Agreement to  unreasonable , arbitrary or against  public policy,  then a lesser
time  period  or  geographical   are  which  is  determined  to  be  reasonable,
non-arbitrary  and  not  against  public  policy  may be  enforced  against  the
Employee.  The Employer  and Employee  agree that the  foregoing  covenants  are
appropriate  and reasonable when considered in light of the nature and extent of
the business conducted by the Employer.

22. Entire Agreement.  This Agreement  contains the entire agreement between the
Employer and the employee and superseded all prior agreement and understandings,
oral or written, with respect to the subject matter hereof.

23.  Headings.  The  headings  contained  in this  agreement  are for  reference
purposes  only and  shall  not  affect  the  meaning  or  interpretation  of the
Agreement.

24.  Governing Law. This Agreement shall be construed and enforced in accordance
with the laws of the State of New York.

25.  Counterparts.  This Agreement may be executed in two counterparts copies of
the entire document or of signature pages to the document,  each of which may be
executed  by one or more of the  parties  hereto,  but all of which  when  taken
together,  shall constitute a single  agreement  binding upon all of the parties
hereto.

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


                                              Employer
                                              BENTLEY PHARMACEUTICALS, INC.


                                              By: /s/ James R. Murphy
                                                  ------------------------------
                                                  James R. Murphy
                                                  President


                                      -10-
<PAGE>

                                               Employee

                                                   /s/ Jordan A. Horvath
                                                   -----------------------------
                                                   Jordan A. Horvath


                                      -11-