Exhibit 10CONSULTING AGREEMENT.2 CONSULTING AGREEMENT

Exhibit 10.2

CONSULTING AGREEMENT, dated as of September 4, 2007, (this “Agreement”) by and between ELITE PHARMACEUTICALS, INC., a Delaware corporation with its principal place of business located at 165 Ludlow Avenue, Northvale, NJ 07467 (the “Company”), on the one hand, and Bridge Ventures, Inc., a Florida corporation, with offices located at 1241 Gulf of Mexico Drive, Sarasota, Florida 34228 (“Bridge”), and Saggi Capital Inc., a Florida corporation, with offices located at 500 West Highway 316, Citra, Florida 32113 (“Saggi”, together with Bridge, the “Consultants”), on the other hand.

      WHEREAS, the Consultants have relationships with various financial institutions and organizations, as well as with venture capital sources, companies, and/or individuals that seek to invest in emerging growth companies, including those in the pharmaceutical sector, and have developed certain expertise in advising public companies in connection with investor relations matters; and

      WHEREAS, the Company desires to obtain the services and advice of the Consultants and the Consultants desires to render such services and advice to the Company.

      NOW, THEREFORE, in consideration of the premises and the covenants and agreements contained herein, and for other good and valuable consideration, the parties agree as follows:

1. S ERVICES

      The Consultants agree to perform such consulting and advisory services as may be requested by the Chief Executive Officer of the Company or his designee and as the Company and the Consultants shall agree from time to time, including without limitation, the introduction of potential contacts and investors, the attraction of investment capital and providing investor relations services and to generate investor interest in the Company. The Consultants shall render such services either in person (at the Company’s facilities or at such other location as is reasonably acceptable to the Company and the Consultants) or by telephone, as the Company may reasonably request. The parties hereto agree that Harris Freedman (“ Freedman ”) and Sharon Will (“ Will ”, and together with Freedman, the “ Consultant Representatives ”) shall deliver all of the services on behalf of the Consultants hereunder.

2. T ERM

      The term of this Agreement shall commence on the date hereof and continue for a period of one hundred eighty (180) days from the date hereof (the “Term”), subject to earlier termination by the Company under Section 4(e) hereof.

3. C OMPENSATION

      3.1. Cash Compensation

               During the Term, the Company will pay the Consultants, collectively, consulting fees in the amount of Ten Thousand Dollars (US$10,000) per calendar month (“ Monthly Consulting Fee ”) and shall reimburse the reasonable out of pocket expenses approved by the Company and necessarily incurred by the Consultants in connection with the performance of its services hereunder. The Consultants will invoice the Company for consulting fees and expenses on a monthly basis, in a form reasonably satisfactory to the Company, and the Company agrees to pay such invoices on a monthly basis after receipt thereof. Consulting fees for any partial period shall be prorated. The Monthly Consulting Fee shall be payable by the Company to Bridge and Bridge shall forward to Saggi the agreed-upon portion of the Monthly Consulting Fee payable to Saggi under this Agreement, as may be agreed to by Bridge and Saggi from time to time.

      3.2. Equity Compensation

                Upon the execution of this Agreement, the Company shall grant to the Consultants five-year warrants (the “ Warrants ”) to purchase, in the aggregate, up to one hundred fifty thousand (150,000) shares (the “ Warrant Shares ”) of Common Stock, par value $0.01 per share, of the Company (the “ Common Stock ”). The Warrants shall be in substantially the form attached hereto as Exhibit A and shall be issued to the Consultants in the amount set forth below:

4. P ROPRIETARY I NFORMATION

                (a) The Consultants and the Consultant Representatives agree that all information, whether or not in writing, of a private, secret or confidential nature concerning the Company’s products, business, business relationships or financial affairs (collectively, “Proprietary Information”) is and shall be the exclusive property of the Company. By way of illustration, but not limitation, Proprietary Information may include inventions, products, processes, methods, techniques, formulas, compositions, compounds, projects, developments, plans, research data, clinical data, financial data, personnel data, computer programs, customer and supplier lists and contacts at or knowledge of customers or prospective customers of the Company. The Consultants and the Consultant Representatives will not disclose any Proprietary Information to any person or entity other than employees of the Company or use the same for any purposes (other than in the performance of its duties as a consultant of the Company) without written approval by an officer of the Company, either during or after the Term.

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                (b) The Consultants and the Consultant Representatives agree that all files, letters, memoranda, reports, records, data, sketches, drawings, laboratory notebooks, program listings or other written, photographic or other tangible material containing Proprietary Information, whether created by the Consultants, the Consultant Representatives or others, which shall come into its custody or possession, shall be and are the exclusive property of the Company to be used by the Consultants and the Consultant Representatives only in the performance of its duties for the Company.

                (c) The Consultants’ and the Consultant Representatives’ obligations under this Section 4 shall not apply to any information that (i) is generally known to the public at the time of disclosure or becomes generally known without the Consultants or the Consultant Representatives violating this Agreement, (ii) is in the Consultants’ or the Consultant Representatives’ possession at the time of disclosure without the Consultants or the Consultant Representatives violating this Agreement, (iii) becomes known to the Consultants or the Consultant Representatives through disclosure by sources other than the Company without such sources violating any confidentiality obligations to the Company, or (iv) is independently developed by the Consultants or the Consultant Representatives without reference to or reliance upon the Company’s Proprietary Information.

                (d) Upon termination of this Agreement or at any other time upon request of the Company, the Consultants and the Consultant Representatives shall promptly deliver to the Company all records, files, memoranda, notes, designs, data, reports, price lists, customer lists, drawings, plans, computer programs, software, software documentation, sketches, laboratory and research notebooks and other documents (and all copies or reproductions of such materials) containing or relating to Proprietary Information of the Company. After such delivery, the Consultants and the Consultant Representatives shall not retain any such materials or copies thereof.

                (e) The Consultants and the Consultant Representatives acknowledge that any breach of the provisions of this Section 4 shall result in serious and irreparable injury to the Company for which the Company cannot be adequately compensated by monetary damages alone. The Consultants and the Consultant Representatives agree, therefore, that, in addition to any other remedy it may have, the Company shall be entitled to enforce the specific performance of this Agreement by the Consultants and the Consultant Representatives and to seek both temporary and permanent injunctive relief (to the extent permitted by law). The Company may terminate this Agreement, effective immediately upon the giving of written notice, if the Consultants or the Consultant Representatives breaches or threatens to breach any provision of this Section 4.

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5. R EPRESENTATIONS AND W ARRANTIES

      5.1. Representations and Warranties of the Company .

      The Company hereby represents and warrants as of the date hereof to the Consultants as follows:

                (a) The Company is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full right, corporate or partnership power and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise to carry out its obligations hereunder. The execution, delivery and performance by such Consultant of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate or similar action on the part of such Consultant. This Agreement constitutes the valid and legally binding obligation of such Consultant, enforceable against it in accordance with its terms.

      5.2. Representations and Warranties of the Consultants .

      Each Consultant and each Consultant Representative hereby represents and warrants as of the date hereof to the Company as follows:

               (a) Such Consultant, if an entity, is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full rig