Form of waiver under Pharmos Corporation 10% Convertible Debentures Due November 1, 2012

Pharmos Corporation
99 Wood Avenue South, Suite 311
Iselin, New Jersey 08830

Ladies and Gentlemen:

The undersigned, a Holder of a 10% Convertible Debenture Due November 1, 2012 of Pharmos Corporation (the “Debenture”), hereby waives the right under the Debenture to receive an interest payment in the form of cash on July 15, 2008, and, in lieu of such cash interest payment, agrees to receive the interest payment due on July 15, 2008 in the form of shares of Common Stock of Pharmos Corporation, with the number of such shares calculated according to the Interest Conversion Rate as set forth in the Debenture.