MASTER SECURITY AGREEMENT

                    dated as of August 20, 2003 (" Agreement")



         THIS AGREEMENT is between General Electric Capital Corporation

(together with its successors and assigns, if any, "Secured Party") and Barrier

Therapeutics, Inc. ("Debtor"). Secured Party has an office at 401 Meritt 7 Suite

23,Norwalk,CT 06851-1177. Debtor is a corporation organized and existing under

the laws of the state of Delaware ("the State"). Debtor's mailing address and

chief place of business is 600 College Road East, Plainsboro, NI 08540.



1.       CREATION OF SECURITY INTEREST.



         Debtor grants to Secured Party, its successors and assigns, a security

interest in and against all property listed on any collateral schedule now or in

the future annexed to or made a part of this Agreement ("Collateral Schedule"),

and in and against all additions, attachments, accessories and accessions to

such property, all substitutions, replacements or exchanges therefor, and all

insurrance and/or other proceeds thereof (all such property is individually and

collectively called the "Collateral"). This security interest is given to secure

the payment and performance of all debts, obligations and liabilities of any

kind whatsoever of Debtor to Secured Party, now existing or arising in the

future, including but not limited to the payment and performance of certain

Promissory Notes from time to time identified on any Collateral Schedule

(collectively "Notes" and each a "Note"), and any renewals, extensions and

modifications of such debts, obligations and liabilities (such Notes, debts,

obligations and liabilities are called the "Indebtedness").



2.       REPRESENTATIONS, WARRANTIES AND COVENANTS OF DEBTOR.



         Debtor represents, warrants and covenants as of the date of this

Agreement and as of the date of each Collateral Schedule that:



         (a)      Debtor's exact legal name is as set forth in the preamble of

this Agreement and Debtor is, and will remain, duly organized, existing and in

good standing under the laws of the State set forth in the preamble of this

Agreement, has its chief executive offices at the location specified in the

preamble, and is, and will remain, duly qualified and licensed in every

jurisdiction wherever necessary to carry on its business and operations;



         (b)      Debtor has adequate power and capacity to enter into, and to

perform its obligations under this Agreement, each Note and any other documents

evidencing, or given in connection with, any of the Indebtedness (all of the

foregoing are called, the "Debt Documents");



         (c)      This Agreement and the other Debt Documents have been duly

authorized, executed and delivered by Debtor and constitute legal, valid and

binding agreements enforceable in accordance with their terms, except to the

extent that the enforcement of remedies may be limited under applicable

bankruptcy and insolvency laws;



         (d)      No approval, consent or withholding of objections is required

from any governmental authority or instrumentality with respect to the entry

into, or performance by Debtor of any of the Debt Documents, except any already

obtained;



         (e)      The entry into, and performance by, Debtor of the Debt

Documents will not (i) violate any of the organizational documents of Debtor or

any judgment, order, law or regulation applicable to Debtor, or (ii) result in

any breach of or constitute a default under any contract to which Debtor is a

party, or result in the creation of any lien, claim or encumbrance on any of

Debtor's property (except for liens in favor of Secured Party) pursuant to any

indenture, mortgage, deed of trust, bank loan, credit agreement, or other

agreement or instrument to which Debtor is a party;



         (f)      There are no suits or proceedings pending in court or before

any commission, board or other administrative agency against or affecting Debtor

which could, in the aggregate, have a material adverse effect on Debtor, its

business or operations, or its ability to perform its obligations under the Debt

Documents, nor does Debtor have reason to believe that any such suits or

proceedings are threatened;



         (g)      All financial statement delivered to Secured Party in

connection with the Indebtedness have been prepared in Accordance with generally

accepted accounting principles, and since the date of the most recent financial

statement, there  has been no material adverse change in Debtors financial

condition;



         (h)      The Collateral is not, and will not be, used by Debtor for

personal, family or household purposes;



         (i)      The Collateral is, and will remain, in good condition and

repair and Debtor will not be negligent in its care and use;



         (j)      Debtor is, and will remain, the sole and lawful owner, and in

possession of, the Collateral, and has the sole right and lawful authority to

grant the security interest described in this Agreement;



         (k)      The Collateral is, and will remain, free and clear of all

liens, claims and encumbrances of any kind whatsoever, except for (i) liens in

favor of Secured Party, (ii) liens for taxes not yet due or for taxes being

contested in good faith and which do not involve, in the judgment of Secured

Party, any risk of the sale, forfaiture or loss of any of the Collateral, and

(iii) inchoate materialmen's, mechanic's, repairmen's and similar liens arising

by operation of law in the normal course of business for amounts which are

not delinquent (all of such liens are called "Permitted Liens"); and



         (l)      Debtor is and will remain in full compliance with all laws and

regulations applicable to it including, without limitation, (i) ensuring that no

person who owns a controlling interest in or otherwise controls Debtor is or

shall be (Y) listed on the Specially Designated Nationals and Blocked Person

List maintained by the Office of Foreign Assets Control ("OFAC"), Department of

the Treasury, and/or any other similar lists maintained by OFAC pursuant to any

authorizing statute, Executive Order or regulation or (Z) a person designated

under Section 1(b), (c) or (d) of Executive Order No. 13224 (September 23,

2001), any related enabling legislation or any other similar Executive Orders,

and (ii) compliance with all applicable Bank Secrecy Act ("BSA") laws,

regulations and government guidance on BSA compliance and on the prevention and

detection of money laundering violations.



3.     COLLATERAL.



{PAGE}



         (a) Until the declaration of any default, Debtor shall remain in

possession of the Collateral; except that Secured Party shall have the right to

possess (i) any chattel paper or instrument that constitutes a part of the

Collateral, and (ii) any other Collateral in which Secured Party's security

interest may be perfected only by possession. Secured Party may inspect any of

the Collateral during normal business hours after giving Debtor reasonable prior

notice. If Secured Party asks, Debtor will promptly notify Secured Party in

writing of the location of any Collateral.



         (b) Debtor shall (i) use the Collateral only in its trade or business,

(ii) maintain all of the Collateral in good operating order and repair, normal

wear and tear excepted, (iii) use and maintain the Collateral only in compliance

with manufacturers recommendations and all applicable laws, and (iv) keep all of

the Collateral free and clear of all liens, claims and encumbrances (except for

Permitted Liens).



         (c) Secured Party does not authorize and Debtor agrees it shall not (i)

part with possession of any of the Collateral (except to Secured Party or for

maintenance and repair), (ii) remove any of the Collateral from the continental

United States, or (iii) sell, rent, lease, mortgage, license, grant a security

interest in or otherwise transfer or encumber (except for Permitted Liens) any

of the Collateral.



         (d) Debtor shall pay promptly when due all taxes, license fees,

assessments and public and private charges levied or assessed on any of the

Collateral, on its use, or on this Agreement or any of the other Debt Documents.

At its option, Secured Party may discharge taxes, liens, security interests or

other encumbrances at any time levied or placed on the Collateral and may pay

for the maintenance, insurance and preservation of the Collateral and effect

compliance with the terms of this Agreement or any of the other Debt Documents.

Debtor agrees to reimburse Secured Party, on demand, all coats and expenses

incurred by Secured Party in connection with such payment or performance and

agrees that such reimbursement obligation shall constitute Indebtedness.



         (e) Debtor shall, at all times, keep accurate and complete records of

the Collateral, and Secured Party shall have the right to inspect and make

copies of all of Debtor's books and records relating to the Collateral during

normal business hours, after giving Debtor reasonable prior notice.



         (f) Debtor agrees and acknowledges that any third person who may at any

time possess all or any portion of the Collateral shall be deemed to hold, and

shall hold, the Collateral as the agent of, and as pledge holder for, Secured

Party. Secured Party may at any time give notice to any third person described

in the proceeding sentence that such third person is holding the Collateral as

the agent of, and as pledge holder for, the Secured Party.



4.       INSURANCE.



         (a) Debtor shall at all times bear the entire risk of any loss, theft,

damage to, or destruction of, any of the Collateral from any cause whatsoever.



         (b) Debtor agrees to keep the Collateral insured against loss or damage

by fire and extended coverage perils, theft, burglary, and for any or all

Collateral which are vehicles, for risk of loss by collision, and if requested

by Secured Party, against such other risks as Secured Party may reasonably

require. The insurance coverage shall be in an amount no less than the full

replacement value of the Collateral, and deductible amounts, insurers and

policies shall be acceptable to Secured Party. Debtor shall deliver to Secured

Party policies or certificates of insurance evidencing such coverage. Each

policy shall name Secured Party as a loss payee, shall provide for coverage to

Secured Party regardless of the breach by Debtor of any warranty or

representation made therein, shall not be subject to co-insurance, and shall

provide that coverage may not be canceled or altered by the insurer except upon

thirty (30) days prior written notice to Secured Party. Debtor appoints Secured

Party as its attorney-in-fact to make proof of loss, claim for insurance and

adjustments with insurers, and to receive payment of and execute or endorse all

documents, checks or drafts in connection with insurance payments. Secured Party

shall not act as Debtor's attorney-in-fact unless Debtor is in default. Proceeds

of insurance shall be applied, at the option of Secured Party, to repair or

replace the Collateral or to reduce any of the Indebtedness.

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