MANUFACTURING
      AND SUPPLY AGREEMENT

     

    THIS
      MANUFACTURING AND SUPPLY AGREEMENT
      (the
“Agreement”) is made and entered into this 29th day of October, 2007 (the
“Effective Date”), by and between AURIGA
      LABORATORIES, INC.
      (“Auriga”) and MIKART,
      INC.
      (“Mikart”). Mikart is a Georgia corporation with its principal place of business
      at 1750 Chattahoochee Avenue, Atlanta, Georgia 30318, and Auriga is a
      Delaware corporation with its principal place of business at 10635 Santa Monica
      Blvd, Suite 120, Los Angeles, California 90025.

    


    BACKGROUND:

    


    Subject
      to the terms and conditions contained in this Agreement, Auriga desires to
      engage Mikart to manufacture the “Product” (as hereinafter defined) for
      commercial distribution by Auriga, and Mikart desires to accept such
      appointment.

    


    NOW,
      THEREFORE,
      FOR
      AND IN CONSIDERATION
      of the
      premise, Ten Dollars ($10.00) in hand paid, the mutual promises, covenants
      and
      agreements contained herein, and other good and valuable consideration, the
      receipt and sufficiency of which are hereby acknowledged, the parties hereto
      hereby agree as follows:

    


    ARTICLE
      1

    DEFINITIONS

    


    The
      following words, terms and phrases, when used herein, shall have the following
      respective meanings:

    


    1.1     “Batch”
      shall mean the quantity of seven hundred eighty thousand (780,000) tablets
      of
      the Product.

    


    1.2     “Contract
      Year” shall mean a twelve (12) consecutive month period after the Qualification
      Date and during the Term of this Agreement. The first Contract Year shall
      commence as of the Qualification Date, and subsequent Contract Years shall
      commence on each anniversary of the Qualification Date.

    


    1.3     “FDA”
      shall mean the United States Food and Drug Administration, or any successor
      agency thereof.

    


    1.4     “Health
      Registrations” shall mean the ANDA issued by the FDA with respect to the Product
      and any other governmental or regulatory consents, registrations, approvals
      or
      permits necessary to sell or manufacture the Product in the
      Territory.

    


    1.5     “Product”
      shall mean the Acetaminophen 650mg/Codeine 60mg owned by Mikart.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    1.6     “Qualification
      Date” shall mean the date on which Mikart satisfactorily completes its
      validation and stability testing pursuant to Article 2 of this Agreement such
      that it becomes authorized to begin manufacturing the Product under the Health
      Registrations in accordance with the terms of this Agreement.

    


    1.7     “Specifications”
      shall mean the specifications for the manufacturing, packaging and labeling
      of
      the Product described on Exhibit
      A
      attached hereto and incorporated herein by reference.

    


    1.8     “Substantial
      Nonperformance” exists if either of the following occurs: (a) Mikart fails to
      ship to Auriga at least 50% of the Product ordered in any purchase order by
      the
      delivery date for that order and does not cure such failure within thirty (30)
      days, or (b) during any twelve (12) month period, Mikart fails on three (3)
      or
      more occasions to ship to Auriga at least 75% of the Product ordered in any
      purchase order by the delivery date for that order and does not cure such
      failure within thirty (30) days.

    


    1.9     “Territory”
      shall mean the United States of America and its territories and such other
      locations as may be designated by the parties hereto pursuant to Section
      2.3.

    


    ARTICLE
      2

    VALIDATION,
      HEALTH REGISTRATIONS & ADDITIONAL LOCATIONS

    


    2.1     Validation.
      Auriga
      and Mikart acknowledge that Mikart must validate at least three (3) Batches
      of
      the Product prior to selling any of the Product to Auriga. After Mikart
      successfully completes the Validation, Auriga shall be obligated to purchase
      the
      Batches so validated in accordance with the terms of this Agreement. Such
      Batches shall be part of, and shall be applied to, Auriga’s minimum purchase
      requirements within the first Contract Year. Mikart shall maintain stability
      testing and validation data at its Atlanta, Georgia facilities or at such other
      location as agreed to by Auriga and Mikart in accordance with FDA regulations.
      All of Mikart’s costs incurred in connection with the validation, the stability
      testing and the storage of data related thereto shall be periodically billed
      to
      and paid by Auriga.

    


    2.2     Health
      Registrations.
      Mikart shall maintain the Health Registrations in full force and effect at
      all
      times during the Term of this Agreement. Auriga hereby acknowledges and agrees
      that the Product and the Health Registrations are owned by, in the name of
      and
      for the benefit of Mikart, and that Auriga has no rights in or to the Product
      or
      any of the Health Registrations, except to the extent it is expressly authorized
      by Mikart to market and sell the Product pursuant to this
      Agreement.

     

    2.3     Additional
      Locations.
      In the event Auriga desires to market, distribute or sell the Product in any
      location not set forth in Section 1.8 (or previously designated pursuant to
      this
      Section 2.3), then Mikart shall, at Auriga’s request, cooperate in good faith
      with Auriga to obtain any Health Registrations necessary or appropriate
      therefore (and Auriga shall pay all of Mikart’s reasonable out-of-pocket
      expenses therefore); provided, however, Auriga shall not market, distribute
      or
      sell any Product in such locations unless and until such Health Registrations
      are obtained.

     

    
      
        
        

      

      
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    ARTICLE
      3

    MANUFACTURE

    


    3.1     Exclusivity.
      Subject to the terms and conditions contained herein, Mikart shall not
      manufacture, package or sell the Product for
      or to any person or entity other than Auriga during
      the Term of this Agreement. Auriga
      shall purchase exclusively from Mikart all of Auriga’s requirements for the
      Product during the Term of this Agreement. Auriga
      hereby agrees that, in the event it desires to sell, market or distribute any
      other product which contains the active ingredient Acetaminophen during the
      Term
      of this Agreement, it shall offer the right of first refusal to Mikart to be
      the
      sole manufacturer thereof (on commercial terms, other than price, substantially
      similar to those contained herein). Subject to the above restrictions, nothing
      contained herein shall be deemed in any way to preclude Mikart from
      manufacturing, packaging or selling any products on behalf of any person or
      entity where the formulation for such products differs from the formulation
      for
      the Product. 

    


    3.2     Limited
      Warranties.
      Mikart hereby represents and warrants to Auriga that the Product when
      manufactured and sold to Auriga hereunder shall conform to the Specifications.
      In addition, Mikart represents and warrants to Auriga that Mikart, in its
      manufacture of the Product, shall comply with all applicable federal, state
      and
      local laws, rules and regulations in the Territory, including without limitation
      the current Good Manufacturing Practices, as published and amended from time
      to
      time by the FDA, and Mikart’s manufacturing and storage facilities shall comply
      with all applicable federal, state and local laws, rules and regulations in
      the
      Territory. EXCEPT
      AS SET FORTH IN THIS SECTION 3.2 AND SECTION 9.1, MIKART MAKES NO OTHER
      REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, AND MIKART HEREBY
      SPECIFICALLY DISCLAIMS ALL SUCH OTHER REPRESENTATIONS AND WARRANTIES, INCLUDING,
      WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR
      A
      PARTICULAR PURPOSE.
      With respect to each Batch of Product manufactured hereunder, this Section
      3.2
      shall remain effective until the expiration date noted on such
      Product.


    
      
        
        

      

      
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    3.3     Quality
      Control.

    


    (a)     Mikart
      shall perform quality control testing on the Product in accordance with normal
      industry standards to determine whether such Product conforms to the
      Specifications. Contemporaneously with each shipment of Product hereunder,
      Mikart shall provide Auriga with a certificate of analysis with respect to
      such
      Product. In addition, Mikart shall perform, at Auriga’s expense, any and all
      other testing relating to the Product which is reasonably requested by Auriga
      to
      confirm that such Product meets the Specifications and promptly provide Auriga
      with the results thereof; provided, however, that Auriga shall not be
      responsible for the expenses associated with any such testing which shows that
      such Product does not meet the Specifications.

    


    (b)     In
      addition, Mikart shall be responsible for conducting an ongoing stability
      program for the Product as required by federal law. Mikart shall provide the
      results of such testing to Auriga in a timely manner as this data is generated
      or received by Mikart. Mikart’s cost therefore shall be billed to and paid by
      Auriga on a quarterly basis.

    


    (c)     Mikart
      shall, upon the reasonable request of Auriga, assay any Product returned to
      Auriga by a third party purchaser. Auriga shall reimburse Mikart for the costs
      of any such assay unless the results thereof prove the cause of return is as
      a
      result of Mikart’s negligence or willful misconduct or the failure of such
      Product to comply with the limited warranties contained in Section 3.2
      hereof.

    


    (d)     In
      the event that any Batch is subject to a recall, Auriga, at its expense, shall
      conduct the recall, except that Mikart shall reimburse Auriga for the costs
      of
      such recall (including reimbursing Auriga for the Product at the invoice prices
      paid by Auriga therefore) in the Territory to the extent such recall results
      from the failure of the Product to comply with the limited warranties contained
      in Section 3.2 hereof.

    


    (e)     Each
      party hereto shall promptly notify the other of any recall of Product which
      has
      been directed by it or by any governmental or regulatory entity or agency for
      any reason whatsoever. Such notice shall identify the reason for the recall
      and
      all relevant details thereof.

    


    (f)     Each
      party hereto shall promptly deliver to the other a copy of all notices received
      by it from the FDA during the Term of this Agreement relating to the
      manufacture, packaging, storage, marketing, sale or distribution of the Product.
      

     

    (g)     Upon
      the reasonable advance request of Auriga, Mikart shall permit a representative
      of Auriga to inspect its facilities where the Product is manufactured, packaged
      and stored, provided such representative first executes a copy of Mikart’s
      standard visitor confidentiality agreement.


    
      
        
        

      

      
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    3.4     Packaging
      and Labeling Materials.
      Mikart shall order from time to time, at Auriga’s request and expense, labels,
      package inserts and other packaging materials (the “Labeling Materials”) in
      sufficient quantities to permit the packaging of the Product ordered by Auriga
      from time to time hereunder. All required or appropriate directions, warnings,
      instructions, information and other written content (the “Labeling Content”)
      contained in or on or omitted from any Labeling Materials shall be the sole
      responsibility and liability of Auriga.

    


    3.5     Exclusive
      License to Market and Sell the Product.
      Mikart hereby grants to Auriga an exclusive, royalty free license to market
      and
      sell the Product in the Territory during the Term hereof. In consideration
      of
      such license, Auriga hereby agrees to deliver to Mikart the aggregate sum of
      One
      Hundred Thousand Dollars ($100,000.00) (the “License Fee”). The License Fee
      shall be paid by Auriga to Mikart in accordance with the following:

    


    
      	
            	(i)	
              Fifty
                Thousand Dollars upon execution of this Agreement;
                and

            


    

    


    
      	
            	(ii)	
              Fifty
                Thousand Dollars within sixty (60) days following Auriga’s receipt of its
                first order of the Product hereunder, such amount to be included
                on the
                invoice for such Product, as described in Section 5.3 hereof.
                

            


    

    


    ARTICLE
      4

    ORDERS
      AND SALES

    


    4.1    Forecasts.
      Commencing on the Qualification Date, and thereafter at least thirty (30) days
      prior to the commencement of each calendar quarter, Auriga shall provide Mikart
      with a non-binding, rolling twelve (12) month forecast of its requirements
      for
      the Product.

    


    4.2    Purchase
      Orders.
      Auriga shall place its orders for the Product no later than ninety (90) days
      prior to the requested delivery date using separately numbered, written purchase
      orders. Each purchase order must be for one or more full Batches (provided
      Auriga shall have the right to specify the size packaging requirements of each
      order as agreed to by the parties hereto). Purchase orders shall be transmitted
      to Mikart via U.S. mail, private courier, e-mail, or facsimile transmission.
      Each purchase order shall include complete and accurate information with respect
      to the requested Product, quantity, sizes, shipment dates, shipment method
      and
      delivery destination. Subject to this Section 4.2, Mikart shall ship Product
      within ten (10) days after the requested shipment date in the corresponding
      purchase order. Mikart shall notify Auriga of any purchase orders containing
      shipment dates which need to be rescheduled, and Mikart and Auriga shall work
      together in good faith to schedule a new shipment date for such order (which
      shall not be later than thirty (30) days after the date requested by Auriga).
      In
      addition, Auriga may postpone a requested shipment date by providing Mikart
      at
      least sixty (60) days prior written notice thereof.

    


    4.3     Minimum
      Purchase.
      During
      each Contract Year during the Term hereof, Auriga shall order and purchase
      from
      Mikart minimum quantities of the Product as follows:


    
      
        
        

      

      
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              Contract
                Year

            	 	
              Minimum
                Quantity

            
	
              1

            	 	
              3
                Batches

            
	
              2

            	 	
              4
                Batches

            
	
              3

            	 	
              5
                Batches

            
	
              4

            	 	
              5
                Batches

            
	
              5

            	 	
              5
                Batches

            


    

    


    For
      subsequent Contract Years, if any, Auriga’s minimum purchase obligation shall be
      agreed to in writing by the parties; provided, however, that in the absence
      of
      such agreement between the parties, Auriga’s minimum purchase obligation for
      such subsequent Contract Years shall remain the amount set forth above for
      the
      fifth (5th)
      Contract Year.

    


    4.4     Failure
      to Meet Minimum Purchase Requirements.
      Notwithstanding anything in this Agreement to the contrary, in the event Auriga
      fails to meet its minimum purchase obligation set forth in Section 4.3 hereof
      in
      any Contract Year for any reason other than a breach of this Agreement by Mikart
      or a force majeure event, Auriga shall pay to Mikart an amount equal to the
      quantity of Product by which Auriga failed to meet its minimum purchase
      obligation for such Contract Year multiplied by the then current price for
      such
      Product.

    


    ARTICLE
      5

    PRICES,
      TERMS OF PAYMENT

    


    5.1     Price.
      The prices to be paid for the Product by Auriga to Mikart for shipments made
      during the first year after the Effective Date shall be as follows:

    


    
      	
              Price

            	 	
              Size

            
	
              $19.90

            	 	
              Bottle
                of 100’s

            
	
              $96.00

            	 	
              Bottle
                of 500’s

            


    

    


    5.2    Price
      Adjustments.
      Mikart shall have the right to increase the prices charged for the Product
      pursuant to Section 5.1 hereof one (1) time during each twelve (12) month period
      after the Effective Date to reflect any increase in the cost of goods or
      services necessary to manufacture the Product (“Total Product Costs”). In the
      event that Mikart increases the prices charged for the Product pursuant to
      the
      preceding sentence and after the effective date of such increase Mikart’s cost
      of raw materials or components for manufacturing or packaging the Product
      further increases by more than five percent (5%) during such year, Mikart shall
      have the right, by providing written notice to Auriga, to further increase
      the
      prices in such year by a percentage amount equal to the percentage amount such
      cost increase exceeds five percent (5%); provided, that Mikart shall provide
      Auriga with documented evidence of any such further cost increases and shall
      use
      its reasonable efforts to prevent any such further cost increases from
      occurring. Auriga shall have the right to renegotiate price for the Product
      upon
      market entry or launch of a generic equivalent to the Product.


    
      
        
        

      

      
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    5.3     Payment
      Terms.
      Upon delivery of each purchase order by Auriga to Mikart hereunder, Auriga
      shall
      also deliver to Mikart a payment in the amount of fifty percent (50%) of the
      price of the Product ordered pursuant to such purchase order. When the Product
      set forth in the purchase order is ready for shipment, Mikart shall notify
      Auriga of the same and Auriga shall promptly deliver to Mikart a payment in
      the
      amount of the remaining fifty percent (50%) of the price of the Product set
      forth in the purchase order. Notwithstanding anything to the contrary set forth
      herein, Mikart shall not be obligated to ship any Product to Auriga for which
      Mikart has not received full payment pursuant to this Section 5.3.

    


    ARTICLE
      6

    SHIPPING
      DEFECTS, RETURNS

    


    6.1    Shipping.
      Mikart shall ship all Product ordered hereunder to Auriga f.o.b. Mikart’s
      manufacturing facility, at which point the risk of loss for such Product shall
      pass to Auriga. Mikart shall ship the Product to the location designated by
      Auriga on its purchase order. The parties agree that the method and route of
      shipment are at Mikart’s discretion unless Auriga furnishes Mikart explicit
      instructions with the purchase order. Auriga agrees to pay all costs of shipping
      and any costs of freight insurance obtained by Mikart at the request of Auriga.
      Mikart agrees to provide reasonable support to assist Auriga in pursuing any
      claims it may have against carriers.

    


    6.2    Notification
      of Defects.
      Auriga shall notify Mikart in writing as soon as reasonably practicable after
      delivery to Auriga of any non-conforming Product containing obvious defects
      in
      such Product discoverable without affecting the integrity of such Product’s
      packaging (but in any event within twenty (20) days after delivery) and within
      thirty (30) days of the earlier of its discovery or its notification by a third
      party of any latent defects. Auriga shall be responsible for its cost to inspect
      the Product.

    


    6.3     Returns.
      Mikart shall accept for return and replacement or credit (at invoiced cost)
      any
      Product sold to Auriga under this Agreement which does not conform with the
      limited warranties set forth in Section 3.2 and for which proper notice has
      been
      given in accordance with Section 6.2, provided Auriga obtains prior shipping
      authorization from Mikart. All returns of Product with obvious defects must
      be
      in the original manufactured condition. Mikart shall pay reasonable return
      freight and shipping charges.

    


    ARTICLE
      7

    TERM
      AND TERMINATION

    


    7.1    Term.
      Unless earlier terminated in accordance with the provisions hereof, the Term
      of
      this Agreement shall commence on the Effective Date and shall thereafter
      continue in effect until the fifth (5th) anniversary of the Effective Date
      (the
“Initial Term”). At the end of the Initial Term and each subsequent “Renewal
      Term” (as hereinafter defined), the Term of this Agreement shall be
      automatically renewed and extended for a one
      (1) year period (a “Renewal Term”), unless either party delivers a written
      termination notice to the other party at least six
      (6) months prior to the end of the Initial Term or the then current Renewal
      Term, as the case may be. For purposes hereof the Initial Term and any Renewal
      Terms are sometimes referred to collectively herein as the “Term.” 

     

    
      
        
        

      

      
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    7.2    Termination.
       Either
      party may terminate this Agreement on written notice to the other party,
      effective immediately if: 

    


    (a)     the
      other party commits a material breach of any of its obligations hereunder which
      is not cured within ninety (90) days of written notice from the other party
      specifying the breach;

    


    (b)     the
      other party is dissolved or liquidated, files or has filed against it a petition
      under any bankruptcy or insolvency law, makes an assignment to the benefit
      of
      its creditors, has a receiver appointed for all or substantially all of its
      property, or has a petition under any bankruptcy or insolvency law filed against
      it which is not dismissed within sixty (60) days; or

    


    (c)     the
      Qualification Date has not occurred within one (1) year after the Effective
      Date.

    


    Such
      right of termination shall be in addition to any other remedy a non-defaulting
      party may have at law or in equity due to the other party’s breach of is
      obligations hereunder. 

    


    7.3    Post-Termination
      Restrictions.
      Upon any expiration or termination of this Agreement (other than by Auriga
      pursuant to Section 7.2), Auriga shall grant Mikart at least sixty (60) days
      to
      produce all open orders in house in accordance with the conditions of the open
      orders and this Agreement. In the event Auriga terminates this Agreement
      pursuant to Section 7.2, and upon the request of Auriga, Mikart shall provide
      Auriga with reasonable assistance in locating or establishing a new manufacturer
      for the Product.

    


    7.4    Changed
      Circumstances.
      In the event that the market for the Product materially changes or either party,
      in good faith, believes that a material change in such party’s circumstances
      beyond their control has occurred which materially affects its ability to
      perform its obligations pursuant to this Agreement, the parties hereto shall,
      in
      good faith, negotiate towards mutually acceptable revisions to this Agreement
      to
      address the impact of such material changes; provided, however, the terms of
      this Agreement shall continue in full force and effect unless and until the
      parties hereto agree otherwise. For the avoidance of doubt, the parties hereto
      acknowledge and agree that if a generic version of the Product is introduced
      into the market, then the parties shall be obligated to negotiate appropriate,
      mutually acceptable revisions to this Agreement pursuant to this Section 7.4.
      


    
      
        
        

      

      
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    7.5    Force
      Majeure.
      The failure of either of the parties hereto to perform any obligation under
      this
      Agreement solely by reason of any cause beyond its control (and due to no fault
      of its own), including, without limitation, acts of God, acts of government,
      riots, wars, strikes and accidents in transportation, shall not be deemed to
      be
      a breach of this Agreement; provided, however, that the party so prevented
      from
      complying herewith shall continue to take all actions within its power,
      including payment of outstanding invoices, to comply as fully as possible
      herewith. 

    


    7.6    Post-Termination
      Obligations.
      Notwithstanding anything else contained herein to the contrary, following any
      termination or expiration of this Agreement:

    


        (a)     Auriga
      shall purchase from Mikart (at Mikart’s cost therefore) all of Mikart’s
      remaining inventory of the Product; and

    


    (b)     The
      license granted by Mikart to Auriga pursuant to Section 3.5 hereof shall
      automatically, and without any further action by the parties hereto, terminate
      and be of no further force or effect.

    


    ARTICLE
      8

    INDEMNIFICATION
      AND INSURANCE

    


    8.1    Indemnification.
      Mikart hereby indemnifies and agrees to defend and hold Auriga harmless from
      and
      against losses, claims, damages, liabilities, costs and expenses (including,
      without limitation, attorneys’ fees and court costs) incurred by Auriga as a
      result of any breach of this Agreement by Mikart or the failure of the Product
      to comply with the limited warranties set forth in Section 3.2 hereof or
      Mikart’s gross negligence or willful misconduct. Auriga hereby indemnifies and
      agrees to defend and hold Mikart harmless from and against losses, claims,
      damages, liabilities, costs and expenses (including, without limitation,
      attorneys’ fees and court costs) incurred by Mikart as a result of any breach of
      this Agreement by Auriga, the storage, marketing, sale or distribution of the
      Product by Auriga, any Labeling Content contained in or on or omitted from
      any
      Labeling Materials, any failure by Auriga to provide sufficient instructions
      or
      warnings regarding the proper use of or the risks or dangers associated with
      the
      use of the Product to any user thereof or Auriga’s gross negligence or willful
      misconduct.

    


    8.2    Insurance.
      Each party hereto shall maintain with a financially sound and reputable insurer
      throughout the Term of this Agreement comprehensive general liability insurance,
      including, without limitation, product liability insurance with liability limits
      of at least $3,000,000 per occurrence and in the aggregate. Each party hereto
      shall also name the other party as a vendor under the broad form vendor
      endorsement on its policy and provide the other party with such evidence thereof
      as is reasonably requested by the other party from time to time.

    


    ARTICLE
      9

    WARRANTIES
      AND REPRESENTATIONS OF THE PARTIES

    


    9.1    Additional
      Representations and Warranties of Mikart.
      Mikart hereby additionally represents and warrants to Auriga the
      following:

    


    (a)     Mikart
      is a corporation duly organized and existing in good standing under the laws
      of
      the State of Georgia;


    
      
        
        

      

      
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    (b)     Mikart
      is neither a party to nor otherwise bound by any agreement or instrument which
      prohibits or prevents it from performing its obligations under this Agreement;
      and

    


    (c)     Mikart’s
      manufacturing, packaging and storage facilities comply in all material respects
      with all applicable federal, state and local laws, rules and regulations in
      the
      Territory. 

    


    9.2    Representations
      and Warranties of Auriga.
      Auriga hereby additionally represents and warrants to Mikart the
      following:

    


    (a)     Auriga
      is a corporation duly organized and existing under the laws of the State of
      Delaware;

    


    (b)     There
      are no material adverse claims pending or, to the best of Auriga’s knowledge,
      threatened against Auriga by any entity with respect to any of its products
      or
      business; 

    


    (c)     Auriga
      is neither a party to nor otherwise bound by any agreement or instrument which
      prohibits or prevents it from performing its obligations under this Agreement;
      and

    


    (d)     All
      Packaging Content included in or on the Labeling Materials shall at all times
      be
      complete and accurate and comply with all applicable laws, rules and regulations
      in the Territory.
      To Auriga’s knowledge, Auriga represents and warrants to Mikart that any Product
      logo or design selected by Auriga will not violate any patents or other
      intellectual property rights of any third party. 

    


    ARTICLE
      10

    CONFIDENTIALITY
      AND NONSOLICITATION OF PERSONNEL

    


    10.1  Confidentiality.
      Each party hereto acknowledges that it has been and shall be exposed to certain
      “Confidential Information” and “Trade Secrets” (both as hereinafter defined) of
      the other party in connection with the transactions contemplated by this
      Agreement and that its unauthorized use or disclosure of such information or
      data could cause immediate and irreparable harm to such other party.
      Accordingly, except to the extent that it is necessary to use such information
      or data to perform its obligations under this Agreement, neither party shall,
      without the express prior written consent of the other party, redistribute,
      market, publish, disclose or divulge to any person or entity, or use or modify
      for use, directly or indirectly, in any way for any person or entity: (a) any
      of
      the other party’s Confidential Information during the Term of this Agreement and
      for a period of three (3) years after any expiration or termination of this
      Agreement; and (b) any of the other party’s Trade Secrets at any time during
      which such information constitutes a trade secret under applicable law. For
      purposes hereof, “Confidential Information” shall mean all competitively
      sensitive, non-public information (other than “Trade Secrets”) of or about a
      party which is not generally known by or available to such party’s competitors,
      and “Trade Secrets” shall mean “Trade Secrets” as defined under applicable law.
      This Section 10.1 supersedes and replaces any prior confidentiality agreements
      between the parties, all of which are hereby termination, null and void and
      of
      no further force or effect.

    



    
      
        
        

      

      
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          10
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    10.2  Nonsolicitation
      of Personnel.
      Neither party hereto shall, without the prior written consent to the other
      party, either directly or indirectly, alone or in conjunction with any other
      person or entity, solicit or attempt to solicit any “key or material” employee,
      consultant, contractor or personnel of such other party in the State of Georgia
      to terminate, alter or lessen his or her affiliation with such other party
      at
      any time during the Term of this Agreement and for a period of one (1) year
      thereafter.

    


    ARTICLE
      11

    ARBITRATION
      OF DISPUTES

    


    All
      disputes arising out of or in connection with the interpretation, application
      or
      enforcement of this Agreement shall be settled by final and binding arbitration.
      Such arbitration shall be conducted in a mutually acceptable location of
      approximately equal geographic distance from the addresses of the parties first
      above written, pursuant to the commercial arbitration rules of the American
      Arbitration Association in effect at the time the arbitration is commenced.
      The
      decision of the arbitrators, which may include interest, shall be final and
      binding on the parties hereto and may be entered and enforced in any court
      of
      competent jurisdiction by any party. The arbitration shall be pursued and
      brought to conclusion as rapidly as possible. The prevailing party in the
      arbitration proceeding shall be awarded reasonable attorneys' fees, expert
      witness costs and expenses, and all other costs and expenses incurred in
      connection with such proceeding, unless the arbitrators shall for good cause
      determine otherwise.

    


    ARTICLE
      12

    NOTICES

    


    12.1  Delivery.
      All notices, consents, requests and other communications hereunder shall be
      in
      writing and shall be sent by hand delivery, by certified or registered mail
      (return-receipt requested), or by a recognized national overnight courier
      service as set forth below:

    


    
      	
              If
                to Mikart:

            	
              Mikart,
                Inc.

              1750
                Chattahoochee Avenue

              Atlanta,
                Georgia 30318

              Attention:
                Miguel I. Arteche

            
	
              If
                to Auriga:

            	
              Auriga
                Laboratories, Inc.

              10635
                Santa Monica Boulevard

              Suite
                120_

              Los
                Angeles, CA

              Attention:_Philip
                S. Pesin

            


    

    



    
      
        
        

      

      
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    12.2  Effective
      Time.
      Notices delivered pursuant hereto shall be deemed given: (a) at the time
      delivered, if personally delivered; (b) at the time received, if mailed; and
      (c)
      one (1) business day after timely delivery to the courier, if by overnight
      courier service.

    


    12.3  Changes.
      Either party hereto may change the address to which notice is to be sent by
      written notice to the other party in accordance with the provisions of this
      Article 12.

    


    ARTICLE
      13

    MISCELLANEOUS

    


    13.1  Severability.
      If any provision of this Agreement is held to be invalid, illegal or
      unenforceable, the validity, legality and enforceability of the remaining
      provisions shall not in any way be affected or impaired, and the parties shall
      use their best efforts to substitute a valid, legal and enforceable provision,
      which, insofar as practical, implements the purpose of this
      Agreement.

    


    13.2  Counterparts.
      This Agreement may be executed in one or more counterparts, each of which shall
      be deemed an original, but all of which together shall be deemed one and the
      same instrument.

    


    13.3  Governing
      Law.
      This Agreement shall be governed by, and any matter or dispute arising out
      of
      this Agreement shall be determined by, the laws of the State
      of Georgia.

    


    13.4  Headings;
      Gender.
      “Article,” “Section” and other headings contained in this Agreement are for
      reference purposes only and shall not affect in any way the meaning or
      interpretation of this Agreement. All personal pronouns used in this Agreement
      shall include the other genders, whether used in the masculine, feminine or
      neuter gender, and the singular shall include the plural and vice versa,
      whenever and as often as may be appropriate.

    


    13.5  Entire
      Agreement.
      This Agreement represents the entire agreement of the parties with respect
      to
      its subject matter. Any and all prior discussions or agreements with respect
      hereto are merged into and superseded by the terms of this Agreement. This
      Agreement may be modified or amended only in writing signed by both parties
      which expressly refers to this Agreement and states an intention to modify
      or
      amend it. No such amendment or modification shall be effected by use of any
      purchase order, acknowledgment, invoice or other form of either party and in
      the
      event of conflict between the terms of this Agreement and any such form, the
      terms of this Agreement shall control.

    


    13.6  Notices.
      Any notice or payment required or permitted hereunder shall be in writing and
      sent by certified mail, overnight express, or personally delivered, addressed
      to
      the party to receive the notice as set out below.


    
      
        
        

      

      
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    13.7  No
      Assignment.
      Neither party hereto may assign this Agreement, in whole or in part, without
      the
      prior written consent of the other party (which consent shall not be
      unreasonably withheld or delayed), and any attempted assignment not in
      accordance herewith shall be null and void and of no force or
      effect.

    


    13.8  Binding
      Effect.
      This Agreement shall be binding upon and shall inure to the benefit of the
      parties hereto and their respective successors, heirs, representatives and
      permitted assigns.

    


    13.9
      Interpretation.
      This Agreement was fully negotiated by both parties hereto and shall not be
      construed more strongly against either party hereto regardless of which party
      is
      responsible for its preparation.

    


    13.10  No
      Consequential Damages.
      Neither party to this Agreement shall have any liability to the other party
      for
      any consequential or indirect damages arising out of any breach of this
      Agreement, including, without limitation, loss of profit, loss of use or
      business stoppage.

    


    13.11
      Further
      Assurances.
      Upon the reasonable request of the other party, each party hereto agrees to
      take
      any and all actions necessary or appropriate to give effect to the terms set
      forth in this Agreement.


    
      
        
        

      

      
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    IN
      WITNESS WHEREOF,
      the parties hereto have caused their respective duly authorized representatives
      to execute this Agreement as of the day and year first above
      written.

     

    
      	 	 	 
	 	“Mikart”
	 	 
	 	MIKART, INC.
	 
 	 
 	 
 
	 	By:  	 
	 	
               

              Name: 

            	
              
                

              

              Miguel I. Arteche

            
	 	Title: 	Chairman and
              CEO


    

    
       

      
        	 	 	 
	 	“Auriga”
	 	 
	 	AURIGA LABORATORIES, INC.
	 
 	 
 	 
 
	 	By:  	 
	 	
                 

                Name: 

              	
                
                  

                
Philip S. Pesin
	 	Title: 	Chairman and
                CEO


      

       

    


    
      
        
        

      

      
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    EXHIBIT
      A

    


    SPECIFICATIONS