February 29, 2000







Mr. Michael S. Rosen

President and Chief Executive Officer

Endorex Corporation

28101 Ballard Drive, Suite F

Lake Forest, IL 60045



                               Finder Agreement

                               ----------------



Dear Sirs:



     Reference is made to our recent discussions relating to a proposed private

placement under Rule 506 of Regulation D of the Securities Act of 1933, as

amended (the "Act") of securities of Endorex Corporation (the "Company") as

hereinafter described. Based upon our discussions and representations which you

have made to us describing the Company and its principals, the present and

proposed business activities of the Company and the Company's operations and

financial condition, Paramount Capital, Inc. ("Paramount") hereby confirms in

principle its interest in acting as a finder for the Company, on a "best

efforts" basis, in connection with the private placement offering of the

Company's Units (the "Offering"), upon the following basic terms and conditions:



     1. Paramount will introduce the Company to "accredited investors" as

defined in Rule 501 of Regulation D promulgated under the Act for the purchase

of Units. Each "Unit" shall consist of (i) a number of shares of common stock of

the Company (rounded to the nearest whole share, with one-half (0.5) of one

share, or greater fraction thereof, being rounded upward), par value $.001 per

share (the "Common Stock"), determined by dividing one hundred thousand dollars

($100,000) by the lower of (a) the average closing price of the Common Stock, as

quoted on the American Stock Exchange, for the five (5) consecutive trading days

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