EXHIBIT 10.5

                              CONSULTING AGREEMENT

This Agreement, dated as of 19 JAN 2004 IS between CyGene, Inc (hereinafter
CyGene), having a principal place of business at: 7786 Wiles Road, Coral
Springs, FL 33067 and Barry Dvorchik and Associates Inc. with an address of 5809
Piney Lane Drive, Tampa, Florida, 33625 (hereinafter referred to as the
"Consultant").

CyGene desires to retain the services of Consultant with respect to certain
activities as described in this Agreement, and Consultant is willing to so act.

NOW, THEREFORE, Consultant and CyGene agree as follows:

1.   Description of Services. CyGene hereby retains Consultant to act as
     CyGene's Vice President of Drug Development and to perform the following
     services for CyGene:

     a)  An estimated twenty-seven months consultation with CyGene's other
         scientists or management or as otherwise designated by CyGene, in the
         form of formal meetings or scientific consultation. This agreement will
         renew automatically for an additional 12 month period unless either
         party notifies the other in writing that it does not intend to renew,
         such notification to be given at least thirty (30) days prior to the
         expiration of this Agreement. Either party can terminate this Agreement
         at any time upon three (3) months' prior written notice of such
         termination to the other.

     b)  Consultant may from time to time be unavailable to attend formal
         meetings or perform other consulting duties that are not in conflict
         with or competitive to the business activities of CyGene, and such
         unavailability shall not be considered a breach of this AGREEMENT.

     c)  Consultant's duties will involve, but are not limited to, the
         specialized field of drug development and preparation for regulatory
         application and approval and requires the application of the unique,
         special and extraordinary skills and knowledge that Consultant
         possesses in this area.

2.   Terms and Expiration. This Agreement shall become effective retroactively
     to 01 NOV 2003 and remain in effect through 31 December 2005. In rendering
     services to CyGene, Consultant shall act as an independent contractor and
     not as an employee or agent of CyGene.

3.   Compensation.

         CyGene will pay Consultant for consulting services at the rate of
$200.00 per hour for the period November 1, 2003 through December 31, 2003.
Commencing on January 1, 2004 CyGene will pay Consultant at the rate of $160.00
per hour, based on an estimated 100 - 125 hour month. Payment will be made to
Consultant within thirty (30) days of receipt of an invoice from Consultant.

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                                            BARRY H. DVORCHIK - CyGene Agreement

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     In addition, both parties agree to the following warrant grant terms:
<TABLE>
          <S>                                         <C>
          Total Number of Warrants Granted:           400,000
          Vesting Schedule:                           50,000  warrants  will vest  every  three (3)
                                                      months for the duration of this agreement.
          Strike Price:                               Twenty-two and one-half cents ($0.225) per
                                                      share.
          Warrant Term Agreement:                     January 1, 2004 through December 31,
                                                      2005.
          Exercise Period upon Expiration
          of This Agreement:                          Five (5) years.
</TABLE>

4.   Expenses. CyGene will reimburse Consultant for any pre-authorized expenses
     incurred by Consultant while rendering services under this Agreement. Such
     expenses shall include reasonable and necessary travel, lodging and meals
     in connection with services performed under this Agreement. Reimbursement
     of expenses shall be made by CyGene upon receipt of an itemized statement
     from Consultant with, whenever possible, receipts or other evidence of
     expenses.

5.   Proprietary Information and Patents. Consultant understands and agrees that
     CyGene possesses and will continue to possess information that has been
     created, discovered, or developed, or has otherwise become known to CyGene,
     including information made known to or created, discovered, or developed by
     Consultant, arising out of his retention as a consultant by CyGene, which
     information has commercial value in the business in which CyGene is
     engaged. All of the aforementioned information is hereinafter called
     "Proprietary Information." By way of illustration, but not limitation,
     Proprietary Information includes trade secrets, processes, formulae, data
     and know-how, improvements, inventions, techniques, planned products,
     research and development, marketing plans, business plans, strategies,
     forecasts, customer lists, confidential information about finances,
     marketing, pricing, costs or compensation.

     a)  All Proprietary Information shall be the sole property of CyGene and
         its assigns, and CyGene and its assigns shall be the sole owner of all
         patents and other rights in connection therewith. At all times during
         retention as a consultant for CyGene and at all times after termination
         of such retention as a consultant, Consultant will keep in confidence
         and trust all Proprietary Information, and will not use for his own
         account (or for the benefit of any person or entity), or disclose any
         Proprietary Information or anything relating to it without the written
         consent of CyGene, except as may be necessary in the ordinary course of
         performing his duties as a consultant of CyGene.

     b)  All documents, data, records, apparatus, equipment and other physical
         property, whether or not pertaining to Proprietary Information,
         furnished to Consultant by CyGene or produced by Consultant or others
         in connection with Consultant retention shall be and remain the sole
         property of CyGene and shall be returned promptly to CyGene as and when
         requested by CyGene. Should CyGene not so request, Consultant shall
         return and deliver all such property upon termination of his retention

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                                            BARRY H. DVORCHIK - CyGene Agreement

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         as a consultant for any reason, Consultant will not retain any such
         property or reproduction of such property upon such termination.

     c)  Subject to the provisions of Article 7 Consultant will promptly
         disclose and assign to CyGene, or any persons designated by it, all
         improvements, inventions, formulae, processes, techniques, know-how and
         data, whether or not patentable, (collectively hereinafter called
         "INVENTIONS") made or conceived or reduced to practice by Consultant,
         either alone or jointly with others, during the period of his retention
         as a consultant which (i) result from tasks assigned to Consultant by
         CyGene, or (ii) result from use of premises owned, leased or contracted
         for by CyGene . Such disclosures shall continue for one year after
         termination of this Agreement. All INVENTIONS shall be the sole
         property of CyGene and its assigns, including all patents and other
         proprietary rights in connection therewith. Consultant agrees to
         execute all documents and take all actions necessary to assign and
         transfer the foregoing to CyGene.

     d)  Consultant may freely publish any results of his work covered under the
         Agreement, provided that prior U.S. patent application is made on any
         potentially patentable aspects of his work. Consultant agrees to
         provide CyGene with sufficient disclosure not less than 120 days prior
         to publication, to allow CyGene to have patent applications prepared on
         inventions or other information made or acquired under this agreement
         of potential commercial value. CyGene agrees to keep all such
         disclosures confidential prior to publication.

     e)  Nothing in this Agreement shall transfer to CyGene any rights to
         INVENTIONS that are owned or are provided to Consultant by third
         parties for research purposes.

6.   Governing Law. This Agreement shall be governed and construed in accordance
     with the laws of the State of Florida.

7.   No Conflict. Consultant represents that performance of all the terms of
     this Agreement and that retention as an advisor to CyGene does not and will
     not breach any agreement to keep in confidence proprietary information
     acquired by Consultant in confidence or in trust prior to retention as an
     advisor by CyGene. Consultant has not entered into, and agrees will not
     enter into, any agreement, either written or oral, in conflict herewith.
     Consultant understands as part of the consideration for the offer to be
     retained as an advisor, and retention as an advisor by CyGene, that
     Consultant has not brought and will not bring to CyGene or use in the
     performance of Consultant's responsibility at CyGene any equipment,
     supplies, facility or trade secret information of any current or former
     employer which are not generally available to the public, unless Consultant
     has obtained written authorization for their possession and use. Consultant
     also understands that, in retention as an advisor of CyGene, Consultant is
     not to breach any obligation of confidentiality that Consultant has to
     others, and Consultant agrees that he shall fulfill all obligations during
     retention as an advisor with CyGene.

8.   Assignment. This Agreement shall be binding upon and shall inure to the
     benefit of CyGene's successors, transferees, and assigns.

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                                            BARRY H. DVORCHIK - CyGene Agreement

<PAGE>

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

   For CyGene, Inc.:

   /s/ Martin Munzer                                               2/5/04
   ------------------------------------------               --------------------
   Martin Munzer                                                   Date
   President and CEO


   For Consultant:

   /s/ Barry Dvorchik                                              2/5/04
   -------------------------------------------               -------------------
   Barry Dvorchik, Ph.D., FCP                                      Date
   President
   Barry Dvorchik and Associates, Inc.

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                                            BARRY H. DVORCHIK - CyGene Agreement