AMENDMENT
        TO EMPLOYMENT
        AGREEMENT 

       

    

    THIS
      AMENDMENT TO EMPLOYMENT AGREEMENT (this “AMENDMENT”)
      is
      made as of June 9, 2008 (the “EFFECTIVE
      DATE”),
      by and
      between Lev Pharmaceuticals, Inc., a Delaware corporation (“COMPANY”)
      and
      Douglas J. Beck (“EMPLOYEE”).

     

    WHEREAS,
      EMPLOYEE
      desires
      to continue to be employed by COMPANY;

     

    WHEREAS,
      COMPANY
      desires
      to continue to retain EMPLOYEE
      as a
      Employee;

     

    WHEREAS,
      COMPANY
      and
EMPLOYEE
      entered
      into an Employment Agreement on the 7th
      day of
      June, 2006 (the “EMPLOYMENT
      AGREEMENT”).
      

     

    WHEREAS,
      COMPANY
      and
EMPLOYEE
      desire
      to amend the Employment Agreement upon the terms and conditions set forth in
      this AMENDMENT.
      

     

    WHEREAS,
      except as otherwise defined herein, all terms used in this Amendment that are
      defined in the Employment Agreement shall have the same meaning as set forth
      in
      the Employment Agreement. 

     

    NOW,
      THEREFORE, in consideration of the foregoing premises and of the mutual
      agreement and covenants hereinafter set forth, the parties agree to the terms
      and conditions of this Amendment as follows:

     

    1. Section
      4.1 of the Employment Agreement is restated in its entirety as
      follows:

     

    During
      the twelve month period beginning on June 10, 2008, Employee shall be
      compensated at the rate of $192,675 per annum (the “Base Salary”). Commencing on
      the second twelve month period of the term, beginning on June 10, 2009, the
      Base
      Salary for shall be $202,309 per annum. Future increases, if any, shall be
      determined by the Board of Directors or
      if the
      Board so designates, the Compensation Committee,
      in its
      discretion, on each subsequent 12-month anniversary of the Commencement Date.
      

     

    2. 
      Section
      7.1 of the Employment Agreement is hereby amended to delete the second sentence
      of Section 7.1 and such deleted text is hereby replaced with the following
      sentence:

    


    The
      Term
      shall continue for a period of two years after the Effective Date of this
      Amendment and expire June 10, 2010, unless sooner terminated by either the
      Company or Employee in accordance with the terms and conditions set forth in
      Article VIII. 

     

    3. Other
      than the amendments agreed upon by the parties as set forth herein, the
      Employment Agreement (a) has not otherwise been modified by the Parties and
      (b)
      all other terms and conditions of the Employment Agreement shall remain in
      full
      force and effect and are hereby ratified, affirmed and approved. This Amendment
      supersedes all prior arrangements and understandings between the parties,
      written or oral, with respect to its subject matter. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      AMENDMENT
        TO EMPLOYMENT
        AGREEMENT 

       

    

    4. This
      Amendment may be executed in counterparts by each party and delivered by
      facsimile telephonic transmission, and such execution and delivery shall be
      legally binding on the parties to the same extent as if original signatures
      in
      ink were delivered in person.

    


    In
      Witness Whereof, the parties hereto have executed this AMENDMENT
      as of
      the Effective Date.

     

     

    
      
        	Lev Pharmaceuticals, Inc.	EMPLOYEE
	 	 
	 	 
	By:  /s/
                Joshua D.
                Schein                 
                Name:
                  Joshua D. Schein 

                Title:  
                  Chief Executive Officer  

              	
                By:  /s/
                  Douglas J.
                  Beck                        
                                               
                  
       
                  Douglas J. Beck