NOVADEL PHARMA INC filed this SB-2/A on 11/12/1997.
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                     FLEMINGTON PHARMACEUTICAL CORPORATION

                          NOTES TO FINANCIAL STATEMENTS



Note 8   -      Stockholders' Equity (Deficit):

                Preferred Stock - The Company's Certificate of Incorporation
                authorizes the issuance of up to 1,000,000 shares of Preferred
                Stock. None of such Preferred Stock has been designated or
                issued to date. The Board of Directors is authorized to issue
                shares of Preferred Stock from time to time in one or more
                series and to establish and designate any such series and to fix
                the number of shares and the relative conversion rights, voting
                rights, terms of redemption and liquidation.

                Bridge Financing - In July 1997, the Company borrowed an
                aggregate of $300,000, at an interest rate of 7% per annum, from
                two of its officer shareholders, who financed this loan with
                proceeds realized upon the private sale of 600,000 shares of
                their common stock in the Company. The loan matures in October
                1998 and is evidenced by certain notes which are convertible
                into 600,000 shares of the Company's common stock upon the
                consummation of the offering contemplated herein.








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