March
      15,
      2007





Dov
      Elefant




Dear
      Dov:





On
      behalf
      of Lev Pharmaceuticals, Inc. (“Lev” or the “Company”), I am pleased to offer you
      the position of Corporate Controller. Please be advised that this is an offer
      for **at-will
      employment** with Lev
      and nothing in this letter should be interpreted to mean otherwise. Specific
      goals and objectives will be developed through the Lev team upon your
      joining.





You
      will
      report directly to the Chairman and the Chief Executive Officer and will be
      responsible for the implementing and managing the Company’s financial systems
      and management controls as well as any special projects assigned to you. Your
      salary will be at an annual rate of $195,000 paid in accordance with Lev’s
      payroll policy. Performance reviews will be conducted periodically as long
      as
      you are employed by Lev in accordance with Lev’s policies and procedures.
      Additionally, you will receive three weeks of annual vacation, pro rata,
      beginning in 2007.





You
      will
      be eligible for an annual bonus of $20,000 in the discretion of the compensation
      committee of the board of directors of Lev. This bonus will be based upon your
      satisfaction of specific goals and objectives which will be developed through
      the Lev team upon your joining. The bonus will be paid in cash and/or stock
      and
      will be at the discretion of the compensation committee of the board of
      directors.





You
      will
      also be eligible for participation in Lev’s employee benefit plans in accordance
      with the terms and conditions of each plan, such as health, life, short and
      long
      term disability, 401(k) retirement plan, flexible expense plan for out-of-pocket
      medical and dependant care expenses, and any other benefits which may be offered
      to you by Lev.





You
      will
      also be eligible to participate in Lev’s employee stock option plan. Upon the
      approval of Lev’s Board of Directors, we will grant you options to purchase up
      to 200,000 shares of Lev’s common stock. The options will vest over a three-year
      period, with 1/3 vesting on the one-year anniversary of employment and the
      balance vesting 1/24 per month over the next 24 months. The options will have
      a
      per share exercise price of at least the fair market value of the Company’s
      common stock as of the date of grant. The specific terms of the option grant
      will be set forth in, and subject to, an individual option agreement and will
      be
      subject to all of the terms and conditions of the Company’s 2004 Omnibus
      Incentive Compensation Plan.










In
      the
      event that your employment is terminated by the Company within three years
      of
      your start date other than (i) for Cause (as defined below), (ii) due to your
      death, or (iii) due to your Disability (as defined below), and subject to your
      execution and non-revocation of a general release in form and substance
      satisfactory to the Company, the Company shall pay to you an amount equal to
      six
      (6) months of your base salary then in effect (subject to applicable withholding
      requirements), such amount to be payable in accordance with the Company’s normal
      payroll practices over the six (6) month period following the termination of
      your employment. For purposes hereof, the term “Cause” shall mean: (i) willful
      disobedience by you of a reasonable, material and lawful instruction of the
      Chief Executive Officer or Chairman of the Company; (ii) conviction of any
      misdemeanor involving fraud or embezzlement or similar crime, or any felony;
      (iii) fraud, gross negligence or willful misconduct in the performance of any
      material duties to the Company; or (iv) excessive absences from work. For
      purposes hereof, the term “Disability” shall mean a physical or mental infirmity
      which impairs your ability to substantially perform your duties with the Company
      for a period of three consecutive months, and you have not returned to your
      full
      time employment prior to the termination date.





Additionally,
      you will be required to sign Lev’s customary Confidentiality, Non-Solicitation
      and Invention Assignment Agreement (the “Confidentiality Agreement”) as a
      condition of employment. A copy of this agreement is enclosed. You have
      represented that you are under no covenant or agreement restricting your ability
      to enter into an employment relationship with us. Furthermore, you have not
      disclosed any confidential or proprietary information of any kind to the
      Company, and it is the Company’s position that you may not do so in the
      future.





In
      addition to your obligations pursuant to the Confidentiality Agreement, you
      hereby agree that while your are employed
      by the Company, and ** for
      a
      period of one (1) year ** following
      termination of employment, you will not, either directly or indirectly, either
      as a principal, agent, employee, independent contractor, employer, partner
      or
      shareholder (other than as an owner of 2% or less of the stock of a public
      corporation) enter
      into or become associated with or engage in any other business, which
      business is primarily involved in (i) developing and/or commercializing,
      directly or indirectly, therapeutic products for the treatment of inflammatory
      diseases, including, but not limited to (A) products based on C1-esterase
      inhibitor or (B) products to treat medical indications including, without
      limitation, hereditary angioedema, acute myocardial infarction, and other
      conditions in which inflammation is known or believed to play an underlying
      role
      and for which the Company has initiated development or was in the process of
      developing; or (ii) is otherwise engaged in the same or similar business as
      the
      Company in direct competition with the Company, or which the Company was in
      the
      process of developing during the term of Employee’s employment with the Company
      and was, or reasonably should have been, known by Employee (in light of
      Employee’s position with the Company). If
      any
      court shall hold that the duration of non-competition is unenforceable, it
      is
      our intention that same shall not thereby be terminated but shall be deemed
      amended to delete therefrom such provision or portion adjudicated to be invalid
      or unenforceable or, in the alternative, such judicially substituted term may
      be
      substituted therefor.










As
      a
      condition of your employment, please read and acknowledge the following
      statements:





*“I
      recognize that my employment relationship with Lev is of an “at will” nature,
      which means that I may resign at any time and Lev may discharge me at any time
      with or without cause or prior notice. It is further understood that this “at
      will” employment relationship may not be changed by any written document or by
      conduct unless such change is specifically acknowledged in writing by the Chief
      Executive Officer of Lev. I understand that this letter is not an employment
      contract and should not be construed or interpreted as containing any guarantee
      of continued employment.*





*Additionally,
      I understand that false or misleading information contained in my resume or
      employment application or interview(s), may result in my immediate discharge.
      I
      understand also, that I am required to abide by all rules and regulations of
      the
      Company and that I am subject to the Company’s employment policies as such may
      change from time to time.*





*I
      acknowledge that certain of the Company’s securities are traded in the public
      marketplace and that, as such, there are restrictions on my ability to buy
      and
      sell the Company’s securities, including restrictions relating to trading with
      knowledge of non-public information.”*





This
      agreement has been negotiated and executed in the State of New York. The law
      of
      the State of New York shall govern the construction and validity of this
      agreement. Other than the obligations evidenced in the Confidentiality
      Agreement, this agreement contains the entire agreement between the parties
      hereto. No change, addition, or amendment shall be made hereto, except by
      written agreement signed by the parties hereto.





We
      are
      looking forward to your joining the Lev team. Your signature below indicates
      your acceptance of this at-will employment offer.




Sincerely,/s/ Joshua D. ScheinJoshua
              D. ScheinChief Executive Officer


Accepted and Agreed to:This 16thday of March, 2007/s/ Dov ElefantDov
                Elefant