NON-QUALIFIED
      STOCK OPTION AGREEMENT 

    


    THIS
      NON-QUALIFIED STOCK OPTION AGREEMENT (“Agreement”)
      is
      made and entered into as of the __ day of ______, 200_ (the “Grant
      Date”)
      between
Lev
      Pharmaceuticals, Inc.,
      a
      Delaware corporation having a principal place of business at 675 Third Avenue,
      Suite 2200, New York, New York 10017 (“Corporation”),
      and
___________
      (“Holder”),
      with
      respect to the following facts: 

    


    The
      Corporation’s Board of Directors has determined that it is in the best interests
      of the Corporation and its stockholders to grant the option provided for herein
      to the Holder. The parties agree as follows: 

    


    1.
      OPTION GRANTED. Corporation
      grants to Holder an option ” (the“Option”)
      to
      purchase the number of shares of $.01 par value common stock of Corporation
      (the
“Common
      Stock”)
      at a
      purchase price as described in Appendix
      “A.
      

    


    2.
      TIME OF EXERCISE OF OPTION.
      Holder
      may exercise the Option at any time as described in Appendix
      “A”,
      and
      from time to time until termination of the Option as provided in Paragraph
      11 of
      this Agreement. 

    


    3.
      METHOD OF EXERCISE.
      The
      Holder shall exercise the Option by delivery to the Corporation at its principal
      place of business, of (i) a written notice of exercise signed by the person
      or
      persons exercising the Option specifying the number of Options being exercised;
      and (ii) a certified or cashier’s check in payment of the Option purchase price
      in U.S. dollars; or (iii) full payment in shares of Corporation’s Common Stock
      held for the requisite period necessary to avoid a change to Corporation’s
      reported earnings and valued at fair market value as determined pursuant to
      Section 2.17 of the Corporation’s 2004 Omnibus Incentive Compensation Plan (the
“Plan”); or (iv) through a cashless exercise program implemented by the
      Corporation’s Board of Directors. Promptly upon receipt of such notice of
      exercise and the appropriate consideration, the Corporation will deliver or
      cause to be delivered to Holder stock certificate(s) representing the number
      of
      shares of the Corporation’s Common Stock purchased in accordance with the
      provisions of this Agreement and during Holder’s lifetime, duly registered in
      the name of the Holder and, at the Holder’s election, his or her spouse.


    


    4.
      CAPITAL ADJUSTMENTS. 

    


    (a)  The
      existence of the Option shall not affect in any way the right or power of
      Corporation or its stockholders to make or authorize any or all adjustments,
      recapitalizations, reorganizations, or other changes in Corporation’s capital
      structure or its business, or any merger or consolidation of Corporation or
      any
      issue of bonds, debentures, preferred stock having a preference to or affecting
      Corporation’s common stock or of any rights thereof, or the issuance of any
      securities convertible into any such common stock or of any rights, options,
      or
      warrants to purchase any common stock, or the dissolution or liquidation of
      Corporation, any sale or transfer of all or any part of its assets or business,
      or any other act or proceeding of Corporation, whether of a similar character
      or
      otherwise. 

    


    (b)
       The
      securities with respect to which the Option is granted are shares of Common
      Stock of the Corporation as presently constituted, but if and whenever, prior
      to
      the delivery by Corporation of all the shares of the common stock with respect
      to which the Option is granted, Corporation shall effect a subdivision or
      consolidation of shares or other capital readjustment, the payment of a stock
      dividend, or other increase or reduction of the number of shares of such common
      stock outstanding without receiving compensation therefore in money, services,
      or property, the number of shares of such common stock then remaining subject
      to
      the Option shall (a) in the event of an increase in the number of outstanding
      shares of such common stock, be proportionately increased, and the cash
      consideration payable per share of such common stock shall be proportionately
      reduced; and (b) in the event of a reduction in the number of outstanding shares
      of such common stock, be proportionately reduced, and the cash consideration
      payable per share of such common stock shall be proportionately increased.
      

    


    5.
      MERGER AND CONSOLIDATION.
      In the
      event of a merger of one or more corporations with and into Corporation or
      any
      consolidation of Corporation and one or more corporations, subject to the terms
      and conditions of Section 17 of the Plan, this Option may be assumed or an
      equivalent option may be substituted by such surviving corporation or a parent
      or subsidiary of such surviving corporation. 

    


    6.
      INVESTMENT UNDERTAKING.
      The
      Holder will hold the Option and the rights constituent thereto for investment
      and not with an intention of distribution, and upon exercise will deliver a
      letter confirming the Holder’s nondistributive intent with respect to the shares
      of Corporation’s Common Stock received as a result of the exercise of the
      Option. 

    


    
      
         

      

      
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    7.
      REPRESENTATIONS OF CORPORATION. During
      such time as the Option remains outstanding and unexpired, Corporation will
      reserve for issuance, upon the exercise of the Option, the number of shares
      of
      Corporation’s Common Stock that are subject to the Option. The shares of
      Corporation’s Common Stock subject to the Option, when issued, shall be fully
      paid and nonasessable. Corporation will pay, when due and payable, any and
      all
      taxes or fees that may be payable by Corporation with respect to the grant
      of
      the Option or the issuance of any shares of Corporation’s Common Stock or
      certificates therefore subject to the Option. This does not include, however,
      any federal, state or other personal income tax payable by Holder because of
      (i)
      the grant of the Option; (ii) the issuance of any share of the Corporation’s
      Common Stock upon exercise thereof; or (iii) any subsequent disposition of
      such
      shares, which shall remain the obligation of Holder. 

    


    8.
      WITHOLDING TAXES.
      If
      Corporation determines that it is required to withhold federal, state, or local
      tax as a result of the exercise of the Option, Holder, as a condition to the
      exercise of the Option, shall make arrangements satisfactory to the Corporation
      to enable it to satisfy such withholding requirements. 

    


    9.
      COMMITTEE DETERMINATION FINAL.
      The
      interpretation of this Agreement shall be reserved to and made by the Board
      of
      Directors of Corporation. The Board’s determinations shall be final as between
      the parties hereto. 

    


    10.
      TRANSFER OF OPTION. During
      Holder’s lifetime, the Option shall be exercisable only by Holder. The Option
      shall not be transferable by Holder, other than by the laws of descent and
      distribution upon Holder’s death. 

    


    11.
      TERMINATION OF OPTION.
      The
      Option shall terminate at 5:00 P.M. Eastern time on the date which is described
      in Appendix
      “A.”
This
      Option may sooner terminate in accordance with the terms and conditions
      described in Appendix
      “A.”

    


    12.
      RIGHTS AS A HOLDER. Holder
      will not be deemed to be a holder of any shares of Corporation’s Common Stock
      pursuant to the exercise of the Option until Holder pays the purchase price
      therefore and a stock certificate is delivered to Holder for those shares.
      No
      adjustment shall be made for dividends or other rights for which the record
      date
      is prior to the date such exercise and full payment for the optioned shares.
       Nothing
      in this Option Agreement shall interfere with or limit in any way the right
      of
      the Corporation, its Affiliates, and/or its Subsidiaries, to terminate Holder’s
      employment at any time or for any reason not prohibited by law, nor confer
      upon
      Holder any right to continue his or her employment for any specified period
      of
      time. This Option Agreement shall not constitute an employment contract with
      the
      Corporation, its Affiliates, and/or its Subsidiaries. 

    


    13.
      GOVERNING LAW. This
      Agreement is granted and delivered in the State of Delaware and is intended
      to
      be construed and enforced under the laws thereof. The Holder submits to the
      exclusive jurisdiction and venue of the federal or state courts of New York,
      to
      resolve any and all issues that may arise out of or relate to this Option
      Agreement.

    


    14.
      ADJUSTMENTS.
      The
      Corporation may make adjustments in the terms and conditions of, and the
      criteria included in, this Option in recognition of unusual or nonrecurring
      events affecting the Corporation or its financial statements or of changes
      in
      applicable laws, regulations, or accounting principles, whenever the Corporation
      determines that such adjustments are appropriate in order to prevent unintended
      dilution or enlargement of the benefits or potential benefits intended to be
      made available hereunder. The determination of the Corporation as to the
      foregoing adjustments, if any, shall be conclusive and binding on the Holder.
      

    


    15.
      REQUIREMENTS OF LAW.
      The
      grant of this Option and the issuance of shares of Common Stock upon exercise
      of
      this Option shall be subject to all applicable laws, rules, and regulations,
      and
      to such approvals by any governmental agencies or national securities exchanges
      as may be required. The Corporation shall have no obligation to issue or deliver
      evidence of title for shares of Common Stock which may be issued upon exercise
      of this Option prior to: (a) obtaining any approvals from governmental agencies
      that the Corporation determines are necessary or advisable; and (b) completion
      of any registration or other qualification of such shares of Common Stock under
      any applicable national or foreign law or ruling of any governmental body that
      the Corporation determines to be necessary or advisable. The inability of the
      Corporation to obtain authority from any regulatory body having jurisdiction,
      which authority is deemed by the Corporation’s counsel to be necessary to the
      lawful issuance and sale of any shares of Common Stock hereunder, shall relieve
      the Corporation of any liability in respect of the failure to issue or sell
      such
      shares of Common Stock as to which such requisite authority shall not have
      been
      obtained.

    


    
      
         

      

      
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    16.
      CERTAIN DEFINITIONS.
      Capitalized terms used herein, to the extent not defined in this Non-Qualified
      Stock Option Agreement shall have the meanings ascribed to such term in the
      Corporation’s 2004 Omnibus Incentive Compensation Plan (the “Plan”).


    


    17.
      BINDING EFFECT.
      All
      obligations of the Corporation under this Option Agreement shall be binding
      on
      any successor to the Corporation, whether the existence of such successor is
      the
      result of a direct or indirect purchase, merger, consolidation, or otherwise,
      of
      all or substantially all of the business and/or assets of the
      Corporation.

    


    18.
      GENERAL PROVISIONS. This
      Option constitutes the entire agreement of the parties and supersede all prior
      undertakings and agreements with respect to the subject matter
      hereof. Except where otherwise indicated by the context, any masculine term
      used herein also shall include the feminine, the plural shall include the
      singular, and the singular shall include the plural. In the event any provision
      of this Agreement shall be held illegal or invalid for any reason, the
      illegality or invalidity shall not affect the remaining parts of this Agreement
      and this Agreement shall be construed and enforced as if the illegal or invalid
      provision had not been included. No fractional shares of Common Stock shall
      be
      issued or delivered pursuant to this Option. The Corporation shall determine
      whether cash or other property shall be issued or paid in lieu of fractional
      shares of Common Stock or whether such fractional shares or any rights thereto
      shall be forfeited or otherwise eliminated.

    


    IN
      WITNESS THEREOF, the parties have made and entered into this Agreement in
      duplicate on the date specified in its preamble. 

    


    
      	
              CORPORATION

            	 	
              HOLDER
                 

            
	 	 	 
	
              LEV
                PHARMACEUTICALS, INC., 

              a
                Delaware corporation 

            	 	 
	 	 	 
	
               

              By:
                _____________________

              Chief
                Executive Officer

            	 	
               

              _____________________

               

            


    

    


     

    


    
      
         

      

      
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    APPENDIX
      “A” 

    


    Holder
      Name: 

     

    Number
      of Options Granted:

    


    Option
      Price: 

    


    Vesting
      Commencement Date: 

    


    Subject
      to the terms and conditions set forth in this Option, this Option may be
      exercised to purchase the shares of Common Stock covered by this Option (the
      “Shares”) as follows: 

    


    Option
      Expiration Date: 

    


    Termination
      Provisions:

    


    (a) Termination
      without Cause or by Holder:
      Notwithstanding the foregoing, in the event of a termination of Holder’s
      employment with the Corporation by the Corporation without Cause (as defined
      below) or in the event of the termination of Holder’s employment with the
      Corporation by Holder, Holder’s right to purchase shares of Common Stock of the
      Corporation pursuant to this Option, solely to the extent vested as of the
      date
      of termination of Holder’s employment with the Corporation, shall remain
      exercisable for a period of three months following such termination date, but
      in
      no event after the Option Expiration Date. 

    


    “Cause”
shall
      mean any of the following resulting from an act or omission of the Holder:
      (i)
      fraud, embezzlement, felony or similar act; (ii) failure to substantially
      perform duties as an employee or to abide by the general policies of the
      Corporation applicable to all employees (including, without limitation, policies
      relating to confidentiality and reasonable workplace conduct); (iii) an act
      of
      moral turpitude, or any similar act, to the extent that such act causes injury
      to the reputation of the Corporation; (iv) any act or omission which in the
      reasonable opinion of the Company could be financially injurious to the
      Corporation or injurious to the business reputation of the Corporation; (v)
      excessive
      absences from work, other than for illness or disability; or
      (vi)
      any other act constituting cause under any agreement entered into between the
      Holder and the Corporation.

    


    (b) Termination
      for Cause:
      In the
      event of a termination of Holder’s employment with the Corporation by the
      Corporation for Cause, all Options granted but not exercised as of the date
      of
      termination of Holder’s employment with the Corporation shall terminate
      immediately and be null and void. 

    


    (c) Death
      or Disability:
      In the
      event of a termination of Holder’s employment with the Corporation due to
      Holder’s death, or Disability (as defined in
      Section 22(E)(3) of the Internal Revenue Code of 1986, as amended),
      the
      Holder’s (or her estate’s or legal representative’s) right to purchase shares of
      Common Stock of the Corporation pursuant to this Option, to the extent vested
      as
      of the date of termination of Holder’s employment with the Corporation, shall
      remain exercisable for a period of twelve (12) months following such termination
      date, but in no event after the Option Expiration Date. 

    


    (d) Unvested
      Options:
      Unless
      otherwise specified in this Option certificate, each unvested Option granted
      pursuant hereto shall terminate immediately upon termination of the Holder’s
      employment or contractual relationship with the Corporation for any reason
      whatsoever, including Disability.

     

     

    
      
         

      

      
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