ELITE PHARMACEUTICALS, INC.

                              CONSULTING AGREEMENT



         CONSULTING  AGREEMENT,  dated as of November 4th, 2003 (the  "Effective

Date") between Elite Pharmaceuticals,  Inc., a Delaware corporation ("Company"),

with  offices  at 165 Ludlow  Avenue,  Northvale,  New  Jersey  07647 and Bridge

Ventures, Inc., with offices at 1241 Gulf of Mexico Drive, Longboat Key, Florida

34228 ("Consultant").



         WHEREAS,   the  Company  anticipates  the  material  expansion  of  its

operations  as a  result  of (i)  funding  in the  form  of  debt,  equity  or a

combination  of debt  and  equity  in the  amount  of at least  $2,000,000  (the

"Funding") or (ii) the acquisition of Nostrum  Pharmaceuticals  Inc. a privately

held  corporation  engaged in the development and  distribution of drug delivery

systems (the "Nostrum Acquisition").



         WHEREAS the Company desires to secure the  availability of the services

on  a  consulting  basis  of  an  advisor  with  the  financial   knowledge  and

sophistication possessed by Consultant upon the completion of the Funding or the

Nostrum  Acquisition and Consultant  desires to make itself available to provide

such services.



         NOW THEREFOR IT IS HEREBY AGREED THAT:



         1. Upon  consummation  of the  earlier of the  Funding  or the  Nostrum

Acquisition (the "Effective  Date"),  Consultant agrees to make itself available

to provide and to provide at the prior  request of the  Company  its  consulting

services on a nonexclusive basis in connection with the financial affairs of the

Company.  Consultant's  services  will  include  advice with  respect to overall

strategic planning, financing opportunities,  acquisition policy, commercial and

investment banking  relationships and stockholder matters and such other related

services as may be mutually  agreed upon by  Consultant  and the Company.  In no

event, however, shall Consultant be required to provide services hereunder which

(i) exceed 40 hours in the aggregate  during any fiscal  quarter of the Company,

(ii) after a date one year from the  Effective  Date at which time the Agreement

will  terminate  except for Sections 4, 5 and 6 hereof,  and (iii) which require

Consultant to travel beyond a 50 mile radius from New York City.



         2. In  consideration  of  Consultant's  agreement  to provide  services

pursuant to this  Agreement,  Consultant  shall be entitled to receive,  and the

Company agrees to pay Consultant $75,000 payable in twelve monthly  installments

of $6,250  each with the  first  installment  to be paid at the end of the first

month  following  the  Effective  Date  and to issue  on the  Effective  Date to

Consultant a Warrant in the form of Exhibit A hereto to purchase  100,000 shares

of the common stock, par value $.01 per share, of the Company,  which contains a

provision for a cashless exercise.



         3. The Company will  reimburse  Consultant for reasonable and necessary

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC