**AMENDED
      AND RESTATED EMPLOYMENT AGREEMENT**





This
      Employment Agreement (the "Agreement"), is entered into as of January 17, 2007
      (the “Effective Date”), between LEV PHARMACEUTICALS, INC., a Delaware
      corporation (with its successors and assigns, referred to as the "Company"),
      and
      Judson Cooper (referred to as "Cooper").





WHEREAS,
      the Company and Cooper are party to an Employment Agreement dated as of November
      1, 2004 (the “Original Employment Agreement”);





WHEREAS,
      the Company and Cooper mutually desire to amend and restate the terms of such
      Original Employment Agreement upon the terms and conditions set forth herein.





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





1. **Employment
      for Term** .
      The
      Company hereby continues to employ Cooper and Cooper hereby accepts such
      continued employment with the Company for the period beginning on the Effective
      Date and ending December 31, 2010 (the "Initial Term"), or upon the earlier
      termination of the Term pursuant to Section 6. This Agreement shall be
      automatically renewed for additional one-year periods (the "Renewal Terms;"
      together with the Initial Term, the "Term") unless either party notifies the
      other in writing of its intention not to so renew this Agreement no less than
      90
      days prior to the expiration of the Initial Term or a Renewal Term. The
      termination of Cooper's employment under this Agreement shall end the Term
      but
      shall not terminate Cooper's or the Company's other obligations that are
      intended to survive the termination of this Agreement (including without
      limitation, the payments under Section 7 and 8 and Cooper’s obligations under
      Section 9).





2. **Position
      and Duties.** During
      the Term, Cooper shall serve as Chairman of the Board and Executive Vice
      President of the Company, perform such duties as are consistent with his
      position and report to the Board of Directors of the Company. During the Term,
      Cooper shall also hold such additional positions and titles as the Board of
      Directors of the Company (the "Board") may determine from time to time. During
      the Term, Cooper shall devote as much time as is necessary to satisfactorily
      perform his duties as an employee and officer of the Company. The Company shall
      nominate Cooper, and use its best efforts to have Cooper elected, to the Board
      of Directors of the Company (the “Board”) throughout the Term of this Agreement
      and shall include him in the management slate for election as a director at
      every stockholders meeting during the Term at which his term as a director
      would
      otherwise expire. Cooper agrees to accept election, and to serve during the
      Term, as director of the Company.





3. **Compensation** .





(a)  *Base
      Salary* .
      The
      Company shall pay Cooper a base salary of $425,000 per annum, beginning as
      of
      January 1, 2007 and ending on the last day of the Term, payable at least monthly
      on the Company's regular pay cycle for professional employees (as it may be
      increased (but not decreased), the "Base Salary").










(b)  *Annual
      Increases* .
      The
      Base Salary shall be increased at the end of each year of service (commencing
      at
      the end of 2007) by the greater of (i) 4% or (ii) a percentage equal to the
      increase, if any, in the United States Department of Labor Consumer Price Index
      (or comparable index, if available) for the New York metropolitan area over
      the
      previous 12 months.





(c)  *Equity* .
      Pursuant to the Company's 2004 Omnibus Incentive Compensation Plan (the "Plan"),
      on the Effective Date, the Company granted to Cooper a nonqualified stock option
      to purchase 1,600,000 shares of the Company's Common Stock at a per share
      exercise price of $1.60 as determined in accordance with the Plan on the
      Effective Date (the “New Options”). The New Options shall vest in equal annual
      installments of 25% commencing on the first anniversary of the Effective Date
      subject to Cooper’s continued employment on the applicable vesting date, except
      as provided below as a result of a Change in Control and in Section 7. The
      New
      Options shall expire on the tenth anniversary of the Effective Date subject
      to
      earlier expiration in the event of a termination of Cooper’s employment by the
      Company with Cause (as defined below) in which event the Options shall expire
      immediately. In the event of a Change in Control (as defined below in Section
      8), the New Options shall be deemed fully vested. The New Options shall be
      evidenced by an award agreement that incorporates the terms herein.





Cooper
      has previously been granted a fully vested option to purchase 1,427,450 shares
      at a per share exercise price of $.30 under the Plan and such option will remain
      outstanding through November 1, 2014 in accordance with the applicable option
      agreement.





The
      Company covenants to maintain a Form S-8 Registration Statement on file with
      the
      SEC with respect to the equity awards made to Cooper.





(d)  *Bonus.* Cooper
      shall receive a cash bonus of 60% of his base salary (at the rate in effect
      on
      December 31, 2006) for his 2006 performance as soon as practicable after the
      Effective Date. For fiscal 2007, Cooper shall be eligible to receive a bonus
      targeted at 30% of Base Salary for fiscal 2007 upon his achievement of
      performance measures to be mutually agreed between Cooper and the Compensation
      Committee of the Board on or before January 31, 2007. Cooper shall be eligible
      to receive a bonus in excess of the targeted amount, in the discretion of the
      Compensation Committee of the Board of Directors. For future years, Cooper
      shall
      be eligible for an annual cash bonus at the discretion of the Compensation
      Committee based upon its assessment of Cooper’s and the Company’s performance.
      Cooper is entitled to such bonus so long as he remains in the employ of the
      Company through the **** end
      of
      the applicable fiscal year, except as provided below. Any such bonus for a
      particular fiscal year will be paid no later than the first pay period after
      the
      filing of the Company’s report on Annual Report on Form 10-K or Form 10-KSB (as
      the case may be) with the Securities and Exchange Commission for the
      fiscal year for such bonus.





(e) *Other
      and Additional Compensation* .
      The
      preceding sections establish the minimum compensation during the Term and shall
      not preclude the Compensation Committee from awarding Cooper a higher salary
      or
      any bonuses or stock options, restricted stock or other forms of equity awards
      in the discretion of the Committee during the Term at any time. The Company
      shall pay Cooper a monthly car allowance of $1,000.










4. **Employee
      Benefits** .
      During
      the Term, Cooper shall be entitled to participate at the same level as other
      senior executive officers of the Company in any group insurance,
      hospitalization, medical, health and accident, disability, fringe benefit and
      tax-qualified retirement plans or programs of the Company now existing or
      hereafter established to the extent that he is eligible under the general
      provisions thereof. For the term of this Agreement, Cooper shall be entitled
      to
      paid vacation at the rate of (4) weeks per annum.





5. **Expenses** .
      The
      Company shall reimburse Cooper for actual out-of-pocket expenses incurred by
      him
      in the performance of his services for the Company upon the receipt of
      appropriate documentation of such expenses.





6. **Termination** .





(a) *General* .
      The
      Term shall end immediately upon Cooper's death. Cooper’s employment may also be
      terminated by the Company with or without Cause or as a result of Cooper’s
      Disability, as defined in Section 7 or by Cooper with or without Good Reason
      (as
      such terms are defined below).





(b) *Notice
      of Termination* .
      Either
      party shall give written notice of termination to the other party, which shall
      include a statement as to the reason for the termination.





7. **Severance
      Benefits.**





(a) *Cause
      Defined* .
      "Cause"
      means (i) willful malfeasance or willful misconduct by Cooper in connection
      with
      his employment; (ii) Cooper's gross negligence in performing any of his duties
      under this Agreement; (iii) Cooper's conviction of, or entry of a plea of guilty
      to, or entry of a plea of nolo contendre with respect to, any crime other than
      a
      traffic violation or infraction which is a misdemeanor; (iv) Cooper's material
      breach of any written policy applicable to all employees adopted by the Company
      which is not cured to the reasonable satisfaction of the Company within thirty
      (30) business days after notice thereof; or (v) material breach by Cooper of
      any
      of his obligations in this Agreement which is not cured to the reasonable
      satisfaction of the Company within thirty (30) business days after notice
      thereof.





(b) *Disability
      Defined* .
      "Disability" shall mean (i) Cooper's incapacity due to physical or mental
      illness that results in his being substantially unable to perform his duties
      hereunder for six consecutive months (or for six months out of any nine month
      period) or (ii) a qualified independent physician mutually acceptable to the
      Company and Cooper determines that Cooper is mentally or physically disabled
      so
      as to be unable to regularly perform the duties of his position and such
      condition is expected to be of a permanent duration. During a period of
      Disability, Cooper shall continue to receive his Base Salary hereunder, provided
      that if the Company provides Cooper with disability insurance coverage, payments
      of Cooper's Base Salary shall be reduced by the amount of any disability
      insurance payments received by Cooper due to such coverage. The Company shall
      give Cooper written notice of termination which shall take effect sixty (60)
      days after the date it is sent to Cooper unless Cooper shall have returned
      to
      the performance of his duties hereunder during such sixty (60) day period
      (whereupon such notice shall become void). In the event that the Company
      terminates Cooper’s employment as a result of his Disability, Cooper shall be
      entitled to the same benefits as if his employment had been terminated by the
      Company without Cause.










(c) *Good
      Reason Defined* .
      If the
      Company (i) reassigns Cooper's base of operations outside of New York City,
      (ii)
      materially reduces Cooper's duties or responsibilities during the Term,
      including replacing Cooper as Chairman , (iii) materially breaches this
      Agreement or (iv) provides notice of nonrenewal of the Agreement pursuant to
      Section 1 of this Agreement or (v) any time after six months following the
      occurrence of a Change in Control (each such event being “Good Reason”) then, at
      his option, Cooper may treat such event as a termination of the Term without
      Cause by the Company unless the Company has cured the event (if susceptible
      to
      cure) within 30 business days of receipt of written notice from Cooper.





(d) *Accrued
      Compensation Defined.* Accrued
      Compensation shall mean an amount which shall include all amounts earned or
      accrued by Cooper through the date of termination of this Agreement but not
      paid
      as of such date, including (i) Base Salary, (ii) reimbursement for business
      expenses incurred by the Cooper on behalf of the Company, pursuant to the
      Company’s expense reimbursement policy in effect at such time, (iii) expense
      allowance, (iv) vacation pay per Company policy, and (v) bonuses and incentive
      compensation earned and awarded prior to the date of termination. Accrued
      Compensation shall be paid on the first regular pay date after the date of
      termination (or earlier, if required by applicable law).





(e) *Termination* .
      (i)
      Cause; Without Good Reason. If the Company ends the Term for Cause, or if Cooper
      resigns as an employee of the Company for reasons other than an event of Good
      Reason, then the Company shall pay to Cooper the Accrued Compensation but shall
      have no obligation to pay Cooper any amount, whether for salary, benefits,
      bonuses, or other compensation or expense reimbursements of any kind, accruing
      after the end of the Term, and such rights shall, except as otherwise required
      by law or pursuant to the applicable award agreement or plan (including, without
      limitation, the documents evidencing the Old Options), be forfeited immediately
      upon the end of the Term. For the sake of clarity, the New Options and the
      Old
      Options, to the extent vested on the date of resignation without Good Reason
      will remain outstanding through the expiration of the original ten year
      term.





(ii)
      Without Cause; Good Reason; Death. In the event that the Company terminates
      Cooper’s employment hereunder without Cause, Cooper terminates his employment
      with Good Reason or his employment terminates as a result of his death, he
      shall
      be entitled to the Accrued Compensation and, subject to Section 21 below, the
      following payments and benefits:




(A)
      a
      lump sum payment equal to the greater of (x) or (y):





(x)
      (1)
      two times his Base Salary in effect at the date of termination plus (2) two
      times the greater of (the “Applicable Bonus”) the bonus paid for the fiscal year
      prior to the date of termination or 60% of his Base Salary in effect at the
      date
      of termination plus (3) a pro rated bonus for the year of termination based
      upon
      the Applicable Bonus; or










(y)
      (1)
      Base Salary as if Cooper remained in the employ of the Company through December
      31, 2010 plus (2) bonus payments as if he remained in the employ of the Company
      through December 31, 2010 based upon the Applicable Bonus. Such payment to
      be
      made no later than 10 business days from the date of termination;





;
      provided, however, that in the event of the termination of Cooper’s employment
      as a result of his death, the lump sum payment pursuant to this Section
      7(e)(ii)(A) shall be the amount provided in (x) above.





(B)
      continued participation in the health and welfare plans (or comparable plans)
      provided by the Company to Cooper at the time of termination for a period equal
      to the greater of two years from the date of termination and December 31, 2010
      or, if earlier until he is eligible for comparable coverage with a subsequent
      employer. Cooper shall give the Company prompt notice of his eligibility of
      comparable coverage.





(C)
      the
      New Options shall be deemed fully vested on the date of termination and any
      restrictions thereon shall lapse and the options shall remain outstanding
      through the expiration of the original ten year term.





(D) Liquidated
      Damages .
      Cooper
      acknowledges that the payment in full of all amounts and benefits due to him
      under this Section 7(d)(ii)(A)-(C) resulting from a termination of the Term
      by
      the Company without Cause or by Cooper for Good Reason (as such terms are
      defined above) are in lieu of any and all claims that Cooper may have against
      the Company or any of its affiliates (including, without limitation, any
      discrimination claims under Title VII of the Civil Rights Act of 1964, the
      Age
      Discrimination in Employment Act and similar federal and state laws and
      regulations) other than benefits under the Company's employee benefit plans
      that
      by their terms survive termination of employment, benefits under the
      Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, and rights
      to indemnification as set forth below and under the Company’s charter and
      by-laws), and represent liquidated damages (and not a penalty). The Company
      may
      request that Cooper confirm such acknowledgment in writing prior to the receipt
      of such benefits.





8. **Change
      in Control Payment** .
      The
      provisions of this paragraph 8 set forth the terms of an agreement reached
      between Cooper and the Company regarding Cooper's rights and obligations upon
      the occurrence of a "Change in Control" (as hereinafter defined) of the Company
      during the Term. These provisions are intended to assure and encourage in
      advance Cooper's continued attention and dedication to his assigned duties
      and
      his objectivity during the pendency and after the occurrence of any such Change
      in Control. The following provisions shall apply in the event of a Change in
      Control, in addition to any payment or benefit that may be required pursuant
      to
      Section 7.





(a)  *Equity.* Upon
      the
      occurrence of a Change in Control, all stock options and other stock-based
      grants (including, without limitation, the New Options) to Cooper by the Company
      or that may be granted in the future shall, irrespective of any provisions
      of
      his award agreements, immediately and irrevocably vest and become exercisable.
      In addition, six months after a Change in Control, Cooper may resign without
      Good Reason and receive the same payments and benefits as if his employment
      were
      terminated by the Company without Cause.










(b) *Gross
      Up Payment* .





(1) Excess
      Parachute Payment .
      If
      Cooper incurs the tax (the "Excise Tax") imposed by Section 4999 of the Internal
      Revenue Code of 1986 (the "Code") on "Excess Parachute Payments" within the
      meaning of Section 28OG(b)(1) of the Code, the Company will pay to Cooper an
      amount (the "Gross Up Payment") such that the net amount retained by Cooper,
      after deduction of any Excise Tax on both the Excess Parachute Payment and
      any
      federal, state and local income tax (together with penalties and interest)
      as
      well as the Excise Tax upon the payment provided for by this subparagraph
      8(b)(1), will be equal to the Change in Control Amount.





(2) Applicable
      Rates .
      For
      purposes of determining the amount of the Gross Up Payment, Cooper will be
      deemed to pay federal income taxes at the highest marginal rate of federal
      income taxation in the calendar year in which the Gross Up Payment is to be
      made
      and state and local income taxes at the highest marginal rates of taxation
      in
      the state and locality where taxes thereon are lawfully due, net of the maximum
      reduction (if any) in federal income taxes that could be obtained from deduction
      of deductible state and local taxes.





(3) Determination
      of Gross Up Payment Amount. The
      determination of whether the Excise Tax is payable and the amount thereof will
      be based upon the opinion of tax counsel selected by Cooper and reasonably
      approved by the Company, which approval will not be unreasonably withheld or
      delayed. If such opinion is not finally accepted by the Internal Revenue Service
      (or state and local taxing authorities), then appropriate adjustments to the
      Excise Tax will be computed and additional Gross Up Payments will be made in
      the
      manner provided by this subparagraph (b).





(4) Payment .
      The
      Company will pay the estimated amount of the Gross Up Payment in cash to Cooper
      at the time specified in this Agreement. Cooper and the Company agree to
      reasonably cooperate in the determination of the actual amount of the Gross
      Up
      Payment. Further, Cooper and the Company agree to make such adjustments to
      the
      estimated amount of the Gross Up Payment as may be necessary to equal the actual
      amount of the Gross Up Payment, which in the case of the Company will refer
      to
      refunds of prior overpayments by the Company and in the case of Cooper will
      refer to additional payments to Cooper to make up for prior underpayments.





(c) *Definitions.* For
      purposes of this paragraph 8, the following terms shall have the following
      meanings:





"Change
      in Control" shall mean any of the following:





(1)
      the
      acquisition by any individual, entity, or group (within the meaning of Section
      13(d)(3) or 14(d)(2) of the Exchange Act) (the "Acquiring Person"), other than
      the Company, or any of its Subsidiaries or any Excluded Group (as defined
      herein), of beneficial ownership (within the meaning of Rule 13d-3- promulgated
      under the Exchange Act) of 35% or more of the combined voting power or economic
      interests of the then outstanding voting securities of the Company entitled
      to
      vote generally in the election of directors; provided however, that any transfer
      from Judson Cooper or Joshua Schein (the "Excluded Group") will not result
      in a
      Change in Control if such transfer was part of a series of related transactions
      the effect of which, absent the transfer to such Acquiring Person by the
      Excluded Group, would not have resulted in the acquisition by such Acquiring
      Person of 35% or more of the combined voting power or economic interests of
      the
      then outstanding voting securities; or










(2)
      during any period of 12 consecutive months after the date of this Amendment,
      the
      individuals who at the beginning of any such 12-month period constituted a
      majority of the Directors (the "Incumbent Non-Investor Majority") cease for
      any
      reason to constitute at least a majority of such Directors; provided that (i)
      any individual becoming a director whose election, or nomination for election
      by
      the Company's stockholders, was approved by a vote of the stockholders having
      the right to designate such director and (ii) any director whose election to
      the
      Board or whose nomination for election by the stockholders of the Company was
      approved by the requisite vote of directors entitled to vote on such election
      or
      nomination in accordance with the Restated Certificate of Incorporation of
      the
      Company, shall, in each such case, be considered as though such individual
      were
      a member of the Incumbent Non-Investor Majority, but excluding, as a member
      of
      the Incumbent Non-Investor Majority, any such individual whose initial
      assumption of office is in connection with an actual or threatened election
      contest relating to the election of the directors of the Company (as such terms
      are used in Rule 14a-2 of Regulation 14A promulgated under the Exchange Act)
      and
      further excluding any person who is an affiliate or associate of an Acquiring
      Person having or proposing to acquire beneficial ownership of 25% or more of
      the
      combined voting power of the then outstanding voting securities of the Company
      entitled to vote generally in the election of directors; or





(3)
      the
      consummation by the Company of a reorganization, merger or consolidation, in
      each case, with respect to which all or substantially all of the individuals
      and
      entities who were the respective beneficial owners of the voting securities
      of
      the Company immediately prior to such reorganization, merger, or consolidation
      do not, following such reorganization, merger, or consolidation, beneficially
      own, directly or indirectly, more than 50% of the combined voting power of
      the
      then outstanding voting securities entitled to vote generally in the election
      of
      directors of the Company resulting from such reorganization, merger, or
      consolidation; or





(4)
      the
      sale or other disposition of assets representing 50% or more of the assets
      of
      the Company in one transaction or series of related transactions not initiated
      or commenced by any person within the Excluded Group; or





(5)
      a
      "Fundamental Change in Business" as hereinafter defined; or










(6)
      a
      "Hostile Takeover" as hereinafter defined is declared.





"Fundamental
      Change in Business" shall mean that the Company, at any time, no longer spends
      at least fifty percent (50%) of its annual budget on activities related to
      biotechnology or pharmaceuticals.





"Hostile
      Takeover" shall mean any Change in Control which at any time is declared by
      at
      least a majority of the Board, directly or indirectly, to be hostile or not
      in
      the best interests of the Company, or in which an attempt is made (irrespective
      of whether successful) to wrest control away from the incumbent management
      of
      the Company, or with respect to which the Board makes any effort to resist.





9. **Confidentiality,
      Ownership, and Covenants** .





(a) *"Company
      Information" and "Inventions" Defined* .
      "Company Information" means all information, knowledge or data of or pertaining
      to (i) the Company, its employees and all work undertaken on behalf of the
      Company, and (ii) any other person, firm, Company or business organization
      with
      which the Company may do business during the Term, that is not in the public
      domain (and whether relating to methods, processes, techniques, discoveries,
      pricing, marketing or any other matters). "Inventions" collectively refers
      to
      any and all inventions, trade secrets, ideas, processes, formulas, source and
      object codes, data, programs, other works of authorship, know-how, improvements,
      research, discoveries, developments, designs, and techniques regarding any
      of
      the foregoing.





(b) *Confidentialit* y.
      Cooper
      hereby recognizes that the value of all trade secrets and other proprietary
      data
      and all other information of the Company not in the public domain disclosed
      by
      the Company in the course of his employment with the Company may be attributable
      substantially to the fact that such confidential information is maintained
      by
      the Company in strict confidentiality and secrecy and would be unavailable
      to
      others without the expenditure of substantial time, effort or money. Cooper,
      therefore, except as provided in the next two sentences, covenants and agrees
      that all Company Information shall be kept secret and confidential at all times
      during or after the Term and shall not be used or divulged by him outside the
      scope of his employment as contemplated by his Agreement, except as the Company
      may otherwise expressly authorize by action of the Board.  In
      the
      event that Cooper is requested in a judicial, administrative or governmental
      proceeding to disclose any of the Company Information, Cooper will promptly
      so
      notify the Company so that the Company may seek a protective order of other
      appropriate remedy and/or waive compliance with this Agreement. If disclosure
      of
      any of the Company Information is required, Cooper may furnish the material
      so
      required to be furnished, but Cooper will furnish only that portion of the
      Company Information that legally is required.





(c) *Ownership
      of Inventions, Patents and Technology* .
      Cooper
      hereby assigns to the Company all of Cooper's rights (including patent rights,
      copyrights, trade secret rights, and all other rights throughout the world),
      title and interest in and to Inventions, whether or notpatentable or registrable
      under copyright or similar statutes, made or conceived or reduced to practice
      or
      learned by Cooper, either alone or jointly with others, during the course of
      the
      performance of services for the Company. Cooper shall also assign to, or as
      directed by, the Company, all of Cooper's right, title and interest in and
      to
      any and all Inventions, the full title to which is required to be in the United
      States government of any of its agencies. The Company shall have all right,
      title and interest in all research and work product produced by Cooper as an
      employee of the Company, including, but not limited to, all research materials
      and lab books.










(d) *Non-Competition.* During
      his employment with the Company and for a period of one year after the
      termination of such employment for any reason, Cooper agrees that he will not
      enter into or become associated with or engage in any other business (whether
      as
      a partner, officer, director, shareholder, employee, consultant, or otherwise), which
      business is in direct competition with the Company (a “Competitive Business”).
      For purposes of this Agreement, the Company shall be deemed to be actively
      engaged (a) on the date hereof in the development and commercialization of
      therapeutic products for the treatment of hereditary angioedema and (b) in
      the
      future during the Term of this Agreement in any other material business in
      which
      the Company actually devotes substantive resources to study, develop or pursue
      and in which Executive is directly and actively involved. Notwithstanding the
      foregoing, (x) the ownership by Cooper of less than five percent of the shares
      of any publicly held corporation shall not violate the provisions of this
      Article VII, and (y) Cooper shall not be required to comply with any provision
      of this Section 9(d) following termination of this Agreement if the amounts
      required to be paid under Sections 7 or 8 of this Agreement are not timely
      paid.





(e) *Remedies* .
      Cooper
      hereby acknowledges that the covenants and agreements contained in Section
      9
      (the “Restrictive Covenants”) are reasonable and valid in all respects and that
      the Company is entering into this Agreement, inter alia, on such
      acknowledgement. If Cooper breaches, or threatens to commit a breach, of any
      of
      the Restrictive Covenants, the Company shall have the following rights and
      remedies, each of which rights and remedies shall be independent of the other
      and severally enforceable, and all of which rights and remedies shall be in
      addition to, and not in lieu of, any other rights and remedies available to
      the
      Company under law or in equity: (i) the right and remedy to have the Restrictive
      Covenants specifically enforced by any court having equity jurisdiction, it
      being acknowledged and agreed that any such breach or threatened breach will
      cause irreparable injury to the Company and that money damages will not provide
      an adequate remedy to the Company; (ii) the right and remedy to require Cooper
      to account for and pay over to the Company such damages as are recoverable
      at
      law as the result of any transactions constituting a breach of any of the
      Restrictive Covenants; (iii) if any court determines that any of the Restrictive
      Covenants, or any part thereof, is invalid or unenforceable, the remainder
      of
      the Restrictive Covenants shall not thereby be affected and shall be given
      full
      effect, without regard to the invalid portions; and (iv) if any court construes
      any of the Restrictive Covenants, or any part thereof, to be unenforceable
      because of the duration of such provision or the area covered thereby, such
      court shall have the power to reduce the duration or area of such provision
      and,
      in its reduced form, such provision shall then be enforceable and shall be
      enforced.





(f) *Jurisdiction* .
      The
      parties intend to and hereby confer jurisdiction to enforce the Restrictive
      Covenants upon the courts of any jurisdiction within the geographical scope
      of
      such Covenants. If the courts of any one or more such jurisdictions hold the
      Restrictive Covenants wholly unenforceable by reason of the breadth of such
      scope or otherwise, it is the intention of the parties that such determination
      not bar or in any way affect the Company's right to the relief provided above
      in
      the courts of any other jurisdiction, within the geographical scope of such
      Covenants, as to breaches of such Covenants in such other respective
      jurisdiction such Covenants as they relate to each jurisdiction being, for
      this
      purpose, severable into diverse and independent covenants.










10. **Successors
      and Assigns.**





(a) *Cooper* .
      This
      Agreement is a personal contract, and the rights and interests that the
      Agreement accords to Cooper may not be sold, transferred, assigned, pledged,
      encumbered, or hypothecated by him. All rights and benefits of Cooper shall
      be
      for the sole personal benefit of Cooper, and no other person shall acquire
      any
      right, title or interest under this Agreement by reason of any sale, assignment,
      transfer, claim or judgement or bankruptcy proceedings against Cooper. Except
      as
      so provided, this Agreement shall inure to the benefit of and be binding upon
      Cooper and his personal representatives, distributes and legatees.





(b) *The
      Company* .
      This
      Agreement shall be binding upon the Company and inure to the benefit of the
      Company and of its successors and assigns, including (but not limited to) any
      Company that may acquire all or substantially all of the Company's assets or
      business or into or with which the Company may be consolidated or merged. In
      the
      event that the Company sells all or substantially all of its assets, merges
      or
      consolidates, otherwise combines or affiliates with another business, dissolves
      and liquidates, or otherwise sells or disposes of substantially all of its
      assets, then this Agreement shall continue in full force and effect. The
      Company's obligations under this Agreement shall cease, however, if the
      successor to, the purchaser or acquirer either of the Company or of all or
      substantially all of its assets, or the entity with which the Company has
      affiliated, shall assume in writing the Company's obligations under this
      Agreement (and deliver and executed copy of such assumption to Cooper), in
      which
      case such successor or purchaser, but not the Company, shall thereafter be
      the
      only party obligated to perform the obligations that remain to be performed
      on
      the part of the Company under this Agreement.





11. **Entire
      Agreement** .
      This
      Agreement (together with the equity award agreements referred to herein)
      represents the entire agreement between the parties concerning Cooper's
      employment with the Company and supersedes all prior negotiations, discussions,
      understanding and agreements, whether written or oral, between Cooper and the
      Company relating to the subject matter of this Agreement (including, without
      limitation, the Original Employment Agreement (other than with respect to the
      option referenced therein, as amended).





12. **Amendment
      or Modification, Waiver** .
      No
      provision of this Agreement may be amended or waived unless such amendment
      or
      waiver is agreed to in writing signed by Cooper and by a duly authorized officer
      of the Company. No waiver by any party to this Agreement or any breach by
      another party of any condition or provision of this Agreement to be performed
      by
      such other party shall be deemed a waiver of a similar or dissimilar condition
      or provision at the same time, any prior time or any subsequent time.





13. **Notices** .
      Any
      notice to be given under this Agreement shall be in writing and delivered
      personally or sent by overnight courier or registered or certified mail, postage
      prepaid, return receipt requested, addressed to the party concerned at the
      address indicated below, or to such other address of which such party
      subsequently may give notice in writing:









If
                  to Cooper:
              to
                  the address specified in the payroll records of the
                  CompanyIf
                  to the Company:
              122
                  East 42ndStreetSuite
                  1700New
                  York, NY 10168
  Any
      notice delivered personally or by overnight courier shall be deemed given on
      the
      date delivered and any notice sent by registered or certified mail, postage
      prepaid, return receipt requested, shall be deemed given on the date mailed.





14. **Severability** .
      If any
      provision of this Agreement or the application of any such provision to any
      party or circumstances shall be determined by any court of competent
      jurisdiction to be invalid and unenforceable to any extent, the remainder of
      this Agreement or the application of such provision to such person or
      circumstances other than those to which it is so determined to be invalid and
      unenforceable shall not be affected, and each provision of this Agreement shall
      be validated and shall be enforced to the fullest extent permitted by law.
      If
      for any reason any provision of this Agreement containing restrictions is held
      to cover an area or to be for a length of time that is unreasonable or in any
      other way is construed to be too broad or to any extent invalid, such provision
      shall not be determined to be entirely null, void and of no effect; instead,
      it
      is the intention and desire of both the Company and Cooper that, to the extent
      that the provision is or would be valid or enforceable under applicable law,
      any
      court of competent jurisdiction shall construe and interpret or reform this
      Agreement to provide for a restriction having the maximum enforceable area,
      time
      period and such other constraints or conditions (although not greater than
      those
      contained currently contained in this Agreement) as shall be valid and
      enforceable under the applicable law.





15. **Survivorship.** The
      respective rights and obligations of the parties hereunder shall survive any
      termination of this Agreement to the extent necessary to the intended
      preservation of such rights and obligations.





16. **Headings.** All
      descriptive headings of sections and paragraphs in this Agreement are intended
      solely for convenience of reference, and no provision of this Agreement is
      to be
      construed by reference to the heading of any section or paragraph.





17. **Withholding
      Taxes.** All
      salary, benefits, reimbursements and any other payments to Cooper under this
      Agreement shall be subject to all applicable payroll and withholding taxes
      and
      deductions required by any law, rule or regulation of and federal, state or
      local authority.





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





19. **Applicable
      Law; Arbitration** .
      The
      validity, interpretation and enforcement of this Agreement and any amendments
      or
      modifications hereto shall be governed by the laws of the State of New York,
      as
      applied to a contract executed within and to be performed in such State. The
      parties agree that any disputes shall be definitively resolved by binding
      arbitration before the American Arbitration Association in New York, New York
      and consent to the jurisdiction to the federal courts of the Southern District
      of New York or, if there shall be no jurisdiction, to the state courts located
      in New York County, New York, to enforce any arbitration award rendered with
      respect thereto. Each party shall choose one arbitrator and the two arbitrators
      shall choose a third arbitrator. All costs and fees related to such arbitration
      (and judicial enforcement proceedings, if any) shall be borne by the Company
      unless Cooper’s claim is deemed to be frivolous by the arbitrator(s) or judge.
      The Company shall pay the reasonable legal fees and expenses of counsel
      (collectively, the “Fees”) incurred by Cooper in the event there is a dispute
      hereunder as follows: if such dispute is settled, the Company shall pay the
      Fees
      or, in the event that it is resolved by binding arbitration or a judgment,
      the
      Company shall pay the Fees unless the arbitrator or judge finds that Cooper’s
      claim was frivolous.










**20.**  **Legal
      Fees** .
      The
      Company shall reimburse Cooper for the reasonable expenses of his counsel in
      drafting and negotiating this Agreement on an after tax basis.





**21.**  **Section
      409A** .
      The
      payments provided for herein are intended to comply with the terms of Section
      409A of the Internal Revenue Code. In the event, however, that any such payments
      are determined to be subject to 409A, then the Company will make such
      adjustments as are reasonably required to comply with such section, including
      delaying any such payments that would have been required to be paid to Cooper
      pursuant to this Agreement during the first six months following the termination
      of Cooper’s employment until the end of such six-month period in accordance with
      the requirements of Section 409A.





**22.**  **Indemnification** .
      The
      Company shall, to the maximum extent permitted by law, indemnify and hold Cooper
      harmless against, and shall purchase director and officer indemnity insurance
      on
      behalf of Cooper for, expenses, including reasonable attorneys fees (the
      attorney to be selected by Cooper), judgments, fines, settlements and other
      amounts actually and reasonably incurred in connection with any proceeding
      or
      claim (or threatened proceeding or claim) arising by reason of Cooper’s
      employment by the Company. The Company shall advance to Cooper any expense
      incurred in defending any such proceeding or claim (or threatened proceeding
      or
      claim) to the maximum extent permitted by law.







IN
      WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
      date
      first written above.


**Lev Pharmaceuticals, Inc.**By:
            /s/ Eric I. RichmanEric
              I. RichmanChairman of the Compensation Committee




**Employee**/s/ Judson CooperJudson
              CooperEmployee