LEV PHARMACEUTICALS, INC.
                       CODE OF BUSINESS CONDUCT AND ETHICS

PURPOSE AND SCOPE

Lev Pharmaceuticals, Inc. (the "Company" or "Lev") expects that all its
employees will maintain the highest level of integrity in their dealings with
and on behalf of the Company, including dealings with its banks, with its
stockholders and with others from whom Lev obtains financing.

This Code of Business Conduct and Ethics ("Code") is intended to document the
principles of conduct and ethics to be followed by the Company's directors,
officers and employees, including its principal financial officer and its
principal accounting officer. Its purpose is to:

      o     Promote honest and ethical conduct, including the ethical handling
            of actual or apparent conflicts of interest between personal and
            professional relationships,

      o     Promote full, fair, accurate, timely, and understandable disclosure
            in the periodic reports required to be filed by Lev,

      o     Promote compliance with applicable governmental rules and
            regulations,

      o     Provide guidance to directors, officers and employees to help them
            recognize and deal with ethical issues,

      o     Provide mechanisms to report unethical conduct, and

      o     Help foster a culture of honesty and accountability.

Lev expects all its directors, officers and employees to comply at all times
with the principles in this Code. A violation of this Code by an employee is
grounds for disciplinary action up to and including discharge and possible legal
prosecution.

FAIR DEALING

Each employee will at all times deal fairly with the Company's customers,
suppliers, competitors and employees. While we expect our employees to try hard
to advance the interests of Lev, we expect them to do so in a manner that is
consistent with the highest standards of integrity and ethical dealing. No
illegal business practices will be tolerated.

No employee is to take unfair advantage of anyone through manipulation,
concealment, abuse of privileged information, misrepresentation of facts, or any
other unfair-dealing practice.


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COMPLIANCE WITH LAWS, RULES AND REGULATIONS (INCLUDING INSIDER TRADING LAWS)

Employees must at all times comply in all material respects with all applicable
laws, rules and regulations.

Directors, officers and employees are required to comply with Lev's policies
with respect to non-public information, and with all other policies applicable
to them that are adopted by the Company from time to time.

All employees must cooperate fully with the people responsible for preparing
reports filed with the Securities and Exchange Commission ("SEC") and all other
materials that are made available to the investing public to make sure those
people are aware in a timely manner of all information that might have to be
disclosed in those reports or other materials or that might affect the way in
which information is disclosed in them.

CONFLICTS OF INTEREST

Directors, officers and employees must do everything they reasonably can to
avoid conflicts of interest or the appearance of conflicts of interest.

A "conflict of interest" exists when an individual's private interest interferes
in any way with the interests of the Company. Conflict situations would include:

         (1)      When a director, officer or employee, or a member of his or
                  her family, will benefit personally from something the
                  director, officer or employee does or fails to do that is not
                  in the best interests of Lev;

         (2)      When an employee, officer or director takes actions or has
                  interests that may make it difficult to perform his or her
                  Company tasks and responsibilities objectively and
                  effectively; and

         (3)      When an employee, officer or director, or a member of his or
                  her family, receives personal benefits from somebody other
                  than the Company as a result of his or her position with Lev.
                  Loans to, or guarantees of obligations of, such persons are of
                  special concern.

If a conflict of interest becomes unavoidable, a director or the principal
executive officer will promptly report the conflict of interest to the Board of
Directors of the Company ("Board"), an officer other than the principal
executive officer will promptly report the conflict of interest to the principal
executive officer and any other employee will promptly report the conflict of
interest to his or her supervisor. In each instance the director, officer or
employee will work with the person or persons to whom a conflict of interest is
reported to devise an arrangement by which (1) that person or those persons (or
their designee) will monitor the situation which creates, or gives the
appearance of creating, a conflict of interest, (2) the director, officer or
employee who has a conflict will, to the fullest extent possible, be kept out of
any decisions that might be affected by the conflict of interest, (3)
arrangements will be made to ensure that the director, officer or employee will
not profit personally from the situation that causes the conflict of interest,
and (4) every reasonable effort will be made to eliminate the conflict of
interest as promptly as possible.


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Employees and officers of the Company should not be employed by, nor serve in
any capacity with, any corporation that competes with Lev. Without prior
approval from the Board, an employee may not do business with, or be employed
by, serve as a director of, or represent a corporation or anyone else who does
business with Lev.

Employees and officers may not own an interest in an entity which competes or
does business with Lev without the prior written approval of the Board. However,
it is not considered a conflict of interest (and therefore, prior written
approval is not required) to make investments in competitors, clients or
suppliers that are listed on a national or international securities exchange so
long as the total value of such investment is less than 2% of the outstanding
stock of the corporation and the amount is not so significant that it would
affect the business judgment of the employee or officer on behalf of Lev.

Members of the Board have a special responsibility because the Company's
directors are prominent individuals with substantial other responsibilities. To
avoid conflicts of interest, directors are expected to disclose to their fellow
directors any personal interest they may have in a transaction in which the
Board is involved and to recuse themselves from participation in any decision in
which there is a conflict between their personal interests and the interests of
the Company. This paragraph shall also apply to any executive officers of the
Company.

CORPORATE OPPORTUNITIES

No director, officer or employee will:

         (1)      take for himself or herself personally any opportunity of
                  which he or she becomes aware, or to which he or she obtains
                  access, through the use of corporate property, information or
                  position;

         (2)      make it possible for someone other than Lev to take advantage
                  of an opportunity in any of the Company's areas of business of
                  which the director, officer or employee becomes aware in the
                  course of his or her activities on behalf of Lev, unless the
                  Company has expressly decided not to attempt to take advantage
                  of the opportunity;

         (3)      otherwise use Lev corporate property, information, or position
                  for personal gain; or

         (4)      compete with Lev generally or with regard to specific
                  transactions or opportunities.


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Directors, officers and employees owe a duty to Lev to advance the Company's
legitimate interests when the opportunity to do so arises.

CONFIDENTIALITY

Directors, officers and employees must maintain the confidentiality of all
information entrusted to them by Lev or its customers that is treated by them as
confidential, except when disclosure is authorized by Lev or legally mandated.
Confidential information includes all information that may be of use to Lev's
competitors, or that could be harmful to the Company or its customers, if
disclosed.

Directors, officers and employees will comply with all confidentiality policies
adopted by Lev from time to time, and with confidentiality provisions in
agreements to which they or the Company are parties.

PROTECTION AND PROPER USE OF COMPANY ASSETS

Directors, officers and employees will in all practicable ways protect Lev's
assets and ensure their efficient use.

Directors, officers and employees will use Lev's assets only for the Company's
legitimate business purposes.

CHANGE IN OR WAIVER OF PROVISIONS OF THE CODE

Any waiver of any provision of this Code must be approved:

      o     With regard to any director or officer, by the Board, or if a
            significant number of its members will be personally affected by the
            waiver, by a committee consisting entirely of directors who will not
            be personally affected by the waiver; or

      o     With regard to any employee who is not an officer of the Company, by
            the employee's supervisor or such other person as may be designated
            by Lev's chief executive officer.

No waiver of any provision of this Code with regard to a director or officer
will be effective until that waiver has been reported to the person responsible
for the preparation and filing of Company reports on Form 8-K (or any successor
to that form) in sufficient detail to enable that person to prepare a report on
Form 8-K containing any required disclosure with regard to the waiver. Lev will
promptly disclose on Form 8-K, by means of the filing of such form and
dissemination by the Internet or by other electronic means, any change in or
waiver of the Code.

Any waiver of provisions of this Code will be reported in filings with the SEC
and otherwise reported to the Company's stockholders to the full extent required
by the rules of the SEC and by any applicable rules of any securities exchange
or securities quotation system on which the Company's securities are listed or
quoted.


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COMPLIANCE

Directors, officers and employees must report promptly any violations of this
Code (including any violations of the requirement of compliance with law).
Failure to report a violation can lead to disciplinary action against the person
who failed to report the violation which may be as severe as the disciplinary
action against the person who committed the violation.

Normally, a possible violation of this Code by an employee other than an officer
of the Company should be reported to the supervisor of the employee who commits
the violation. However, any employee may report any possible violation to such
person designated by the Board from time to time as the appropriate recipient of
such reports (the "Designated Recipient").

A possible violation of this Code by a director or an officer of the Company
should be reported to the Designated Recipient. If an employee believes that in
a particular situation it would not be appropriate to report a possible
violation by a director or officer to the Designated Recipient, the employee may
report the possible violation to the principal executive officer of Lev, to the
Chairman of the Audit Committee of the Board, or to any other officer or
director of the Company to whom the employee believes it would be appropriate to
report the possible violation.

The identity of the employee who reports a possible violation of this Code by
another employee will be kept confidential, except to the extent the employee
who reports the possible violation consents to be identified or the
identification of that employee is required by law.

Possible violations may be reported orally or in writing and may be reported
anonymously.

The Company will not allow retaliation for reports of possible violations made
in good faith.

TERMS USED IN THIS CODE

Any reference in this Code to Lev or to an employee of Lev is to Lev
Pharmaceuticals, Inc. and all its subsidiaries.

Any reference in this Code to a director or officer of Lev is to a director or
officer of Lev Pharmaceuticals, Inc. It does not refer to a person who may be an
officer of a subsidiary unless the person in fact functions as an officer of Lev
Pharmaceuticals, Inc., because the person is regularly involved in setting
policy for Lev Pharmaceuticals, Inc. and its subsidiaries. For purposes of this
Code, a person who is an officer of a subsidiary will be treated as an employee,
but not an officer, of Lev Pharmaceuticals, Inc.