EMPLOYMENT
      AGREEMENT

    


    This
      employment agreement (the “Agreement”) is made as of the 2nd
      day of
      August, 2006 by and between Joseph Truitt (hereinafter referred to as the
“Employee”) and Lev Pharmaceuticals, Inc., a Delaware corporation. 

     

    WITNESSETH:

     

    WHEREAS,
      Lev Pharmaceuticals, Inc. and its subsidiaries (the “Company”) are engaged in
      the business of developing and commercializing therapeutic products for the
      treatment of inflammatory diseases, and other related enterprises;
      and

     

    WHEREAS,
      the Company desires to continue the employment the Employee for the purpose
      of
      securing for the Company the experience, ability and services of the Employee;
      and

     

    WHEREAS,
      the Employee desires to continue employment with the Company pursuant to the
      terms and conditions herein set forth, superseding all prior oral and written
      employment agreements and term sheets and letters between the Company, its
      subsidiaries and/or predecessors and Employee, except as specifically set forth
      herein.

     

    NOW,
      THEREFORE, it is mutually agreed by and between the parties hereto as
      follows:

     

    ARTICLE
      I

     

    DEFINITIONS

     

    1.1  Accrued
      Compensation. “Accrued
      Compensation” shall mean an amount which shall include all amounts earned or
      accrued through the “Termination Date” (as defined below) but not paid as of the
      Termination Date, including (i) Base Salary, (ii) reimbursement for business
      expenses incurred by the Employee on behalf of the Company, pursuant to the
      Company’s expense reimbursement policy in effect at such time, (iii) expense
      allowance, and (iv) vacation pay per Company Policy.

     

    
      
        
        

      

      
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    1.2  Cause.
“Cause”
      shall mean: (i) willful disobedience by the Employee of a reasonable, material
      and lawful instruction of the Board of Directors or the Chief Executive Officer
      of the Company consistent with the duties and functions of Employee’s position;
      (ii) conviction of the Employee 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;
      (iv) or a violation of any material provision of this Agreement or the
      Confidentiality Agreement, as defined below; or (v) excessive absences from
      work, other than for illness or Disability; provided that the Company shall
      not
      have the right to terminate the employment of Employee pursuant to the foregoing
      clauses (i), (iii), (iv) or (v) above unless written notice specifying such
      breach shall have been given to the Employee and, in the case of breach which
      is
      capable of being cured, the Employee shall have failed to cure such breach
      within thirty (30) days after his receipt of such notice.

     

    1.3  Continuation
      Benefits. “Continuation
      Benefits” shall be the continuation of the Benefits, as defined in Section 5.1,
      for the period from the Termination Date to end of the month in which the final
      Severance Payment (as defined below) installment is payable (the “Continuation
      Period”), at the Company's expense, less any normal payroll deductions, on
      behalf of the Employee and his dependents; provided, however, if any of the
      Benefits required to be provided by the Company during the Continuation Period
      under the Company’s benefit plans are, pursuant to the terms of such plans, not
      available to non-employees of the Company, the Company, at its sole cost and
      expense, less any normal payroll deductions, shall be required to provide such
      benefits as shall be reasonably available and substantially similar to the
      benefits provided to employees of the Company. The Company’s obligation
      hereunder with respect to the foregoing benefits shall also be limited to the
      extent that if the Employee obtains such benefits pursuant to a subsequent
      employer's benefit plan, the Company may reduce the coverage of any benefits
      it
      is required to provide the Employee hereunder as long as the aggregate coverage
      and benefits of the combined benefit plans is no less favorable to the Employee
      than the coverage and benefits required to be provided hereunder. This
      definition of Continuation Benefits shall not be interpreted so as to limit
      any
      benefits to which the Employee, his dependents or beneficiaries may be entitled
      under any of the Company’s employee benefit plans, programs or practices
      following the Employee’s termination of employment, including, without
      limitation, retiree medical and life insurance benefits.  

     

    
      
        
        

      

      
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    1.4  Disability.
      “Disability” shall mean a physical or mental infirmity which impairs the
      Employee's ability to substantially perform his duties with the Company for
      a
      period of ninety consecutive days, and the Employee has not returned to his
      full
      time employment prior to the Termination Date as stated in the “Notice of
      Termination” (as defined below). 

     

    1.5  Notice
      of Termination.
“Notice
      of Termination” shall mean a written notice from the Company, or the Employee,
      of termination of the Employee's employment which indicates the specific
      termination provision in this Agreement relied upon, if any, and which sets
      forth in reasonable detail the facts and circumstances claimed to provide a
      basis for termination of the Employee's employment under the provision so
      indicated.

     

    
      
        
        

      

      
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    1.6  Severance
      Payment.
      “Severance Payment” shall mean an amount equal to twelve months of Employee’s
      Base Salary in effect on the Termination Date. The Severance Payment shall
      be
      payable as provided in Section 8.

     

    1.7  Termination
      Date.
      Termination Date shall mean (i) in the case of the Employee's death, his date
      of
      death; and (ii) in all other cases, the date specified in the Notice of
      Termination; provided, however, (A) if the Employee’s employment is terminated
      by the Company pursuant to Section 8.1(c), the date specified in the Notice
      of
      Termination shall be at least 30 days from the date the Notice of Termination
      is
      given to the Employee and (ii) that in the case of Disability, the Employee
      shall not have returned to the full-time performance of his duties during such
      period of at least 30 days.

     

    ARTICLE
      II

     

    EMPLOYMENT

     

    2.1  Subject
      to and upon the terms and conditions of this Agreement, the Company hereby
      agrees to continue the employment of Employee, and the Employee hereby accepts
      such employment, in the capacity of Vice President - Sales and Marketing.


     

    
      
        
        

      

      
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    ARTICLE
      III

     

    DUTIES

     

    3.1  The
      Employee shall, during the term of his employment with the Company, and subject
      to the direction and control of the Chief Executive Officer and the Board,
      report directly to the Chief Executive Officer of the Company and shall exercise
      such authority, perform such duties and functions and discharge such
      responsibilities as are reasonably associated with his position or as may be
      reasonably assigned or delegated to him from time to time by the Chief Executive
      Officer or the Board, consistent with his position as Vice President - Sales
      and
      Marketing. Employee shall perform, in conjunction with the Company’s management,
      to the best of his ability the following services and duties for the Company
      and
      its subsidiary corporations (by way of example, and not by way of limitation)
      those duties attendant to the position with the Company for which he was hired
      or appointed, including (without limitation): 

     

    (i)       
      Monitor
      and update competition and generate competitive analyses;

     

    (ii)    
        Product
      marketing, including generating literature and collateral materials;
      and

     

    (iii)     
      Managerial
      oversight of the Company’s sales and marketing departments, subject to the
      directions of the Company’s CEO and Board of Directors

     

    3.2  During
      the term of this Agreement and excluding periods of vacation and sick leave
      to
      which the Employee is entitled, the Employee agrees to devote full business
      time
      and attention to the affairs of the Company and, to the extent necessary to
      discharge the responsibilities assigned hereunder, use his best efforts in
      the
      performance of his duties for the Company and any subsidiary corporation of
      the
      Company. During the term of this Agreement the Employee may, so long as it
      does
      not materially interfere with his duties hereunder: (i) subject to Article
      VI
      hereof, serve on the board of directors (or equivalent bodies) of civic,
      non-profit, or charitable organizations or entities unaffiliated with the
      Company, (ii) deliver lectures or otherwise participate in speaking engagements,
      and (iii) manage his personal investments and affairs.

     

    
      
        
        

      

      
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    3.3  Employee
      shall be based out of Philadelphia, Pennsylvania metropolitan area and undertake
      regular travel to the Company’s offices, currently located in New York City, New
      York, and such other occasional travel within or outside the United States
      as is
      or may be reasonably necessary in the interests of the Company. 

     

    ARTICLE
      IV

     

    COMPENSATION

     

    4.1  During
      the term of this Agreement, Employee shall be compensated at the rate of
      $240,000 per annum (the “Base Salary”). Employee shall be paid a one-time
      signing bonus of $30,000 on the date this Employment Agreement is executed
      by
      Employee and Company.

     

    4.2  The
      Company shall deduct from Employee’s compensation all federal, state, and local
      taxes which it may now or may hereafter be required to deduct under applicable
      law.

     

    4.3  Provided
      Employee remains in the employment of the Company pursuant to this Agreement
      and
      satisfactorily performs his obligations hereunder, Employee shall be entitled
      to
      receive an annual bonus (the “Bonus”) of up to 35% of the Base Salary to be
      determined based on attainment of performance criteria to be approved by the
      Board. The Bonus, if earned, shall be payable within thirty (30) days after
      each
      anniversary of the Commencement Date and may be paid, in the discretion of
      the
      Board, in cash or shares of the Company’s common stock. 

     

    
      
        
        

      

      
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    4.4  Employee
      may receive such other additional compensation as may be determined from time
      to
      time by the Board including bonuses and other long term compensation plans.
      Nothing in this subparagraph 4.3 shall be deemed or construed to require the
      Board to award any bonus or additional compensation.

     

    ARTICLE
      V

     

    BENEFITS


    5.1  During
      the term hereof, the Company shall provide Employee with the following benefits,
      as such benefits may change from time to time (the “Benefits”): (i) group health
      care and insurance benefits as generally made available to the Company’s
      management; and (ii) such other benefits (including insurance related benefits,
      holiday, sick leave, personal days, etc.) obtained by the Company or made
      generally available to the Company’s management;

     

    5.2  In
      addition, the Company shall reimburse Employee, upon presentation of the
      Company’s standard expense report accompanied by appropriate vouchers and other
      suitable documentation, incurred by Employee on behalf of the Company, provided
      such expenditure is consistent with Company policy. 

     

    5.3  In
      the
      event the Company wishes to obtain Key Man life insurance on the life of
      Employee, Employee agrees to cooperate with the Company in completing any
      applications necessary to obtain such insurance and promptly submit to such
      physical examinations and furnish such information as any proposed insurance
      carrier may request.

     

    5.4  For
      the
      term of this Agreement, Employee shall be entitled to paid vacation at the
      rate
      of twenty (20) days per annum.

     

    
      
        
        

      

      
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    ARTICLE
      VI

     

    NON-DISCLOSURE
      AND RESTRICTIVE COVENANTS

     

    6.1  All
      terms and provisions
      of the Employee Confidentiality, Non-Solicitation and Invention Assignment
      Agreement by and between the Employee and the Company dated July 27, 2006 (the
      “Confidentiality Agreement”) are hereby incorporated into this Agreement in
      full. Notwithstanding the foregoing, the Confidentiality Agreement shall remain
      in full force and effect according to its terms.

     

    6.2  In
      addition to the obligations of the Employee pursuant to the Confidentiality
      Agreement, Employee hereby agrees that while
      Employee
      is employed by the Company, and for
      a
      period of one (1) year following
      termination of employment, Employee 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-esteraste
      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 or any other restriction
      contained in this Article VI 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.

     

    
      
        
        

      

      
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    ARTICLE
      VII

     

    TERM

     

    7.1  This
      Agreement shall be effective upon execution by both parties hereto and the
      employment term (the “Term”) shall commence on August 2, 2006 (the “Commencement
      Date”). The Term shall continue until this Agreement is terminated by either the
      Company or Employee in accordance with the terms and conditions set forth in
      Article VIII. 

     

    7.2  Upon
      termination of the Employee’s employment with the Company, the Company shall pay
      Employee, in addition to any other payments due hereunder, the amounts due
      under
      Article VIII. The terms of the Confidentiality Agreement and the covenants
      set
      forth in Article VI and in Section 8.6 shall survive any termination or
      expiration of this Agreement.

     

    ARTICLE
      VIII

     

    TERMINATION

     

    8.1  The
      Company may terminate this Agreement by giving a Notice of Termination to the
      Employee in accordance with this Agreement:

     

    
      	 	a. 	for Disability; 


      	 	 	 


      	 	b.	for Cause


      	 	 	 


      	 	
              c.
                

            	
              without
                Cause. 

            


    

     

    
      
        
        

      

      
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    8.2  Employee
      may terminate this Agreement at any time by giving a Notice of Termination
      to
      the Company at least thirty days prior to the date on which such termination
      is
      to be effective, in accordance with this Agreement. 

     

    8.3   If
      the
      Employee’s employment with the Company shall be terminated, the Company shall
      pay and/or provide to the Employee the following compensation and
      benefits:

     

    
      	 	
              a.

            	
              if
                the Employee was terminated by the Company for Cause, or if the Employee
                terminates the Agreement, the Accrued Compensation;
                

            


    

    
      	 	 	 


      	 	
              b.

            	
              if
                the Employee was terminated by the Company for Disability, the Accrued
                Compensation, the Severance Payment and the Continuation Benefits;
                

            


      	 	 	 


    

    
      	 	
              c.

            	
              if
                termination was due to the Employee’s death, the Accrued Compensation;
                or

            


      	 	 	 


    

    
      	 	
              d.

            	
              if
                the Employee was terminated by the Company without Cause, (i) the
                Accrued
                Compensation; (ii) the Severance Payment; and (iii) the Continuation
                Benefits.

            


    

     

    8.4  The
      amounts payable under Section 8.3, shall be paid as follows:

    
       

      
        	 	a. 	
                Accrued
                  Compensation shall be paid within ten days of the Termination Date
                  (or
                  earlier, if required by applicable law). 

              


        	 	 	 


        	 	b.	
                If
                  the Continuation Benefits are paid in cash, the aggregate amount
                  of the
                  Continuation Benefits shall
                  be made on the first day of each month during the Continuation
                  Period (or
                  earlier, if required by applicable law).

              


        	 	 	 


        	 	
                c.
                  

              	
                
                  The
                    Severance Payments shall be paid in equal installments on the
                    Company’s
                    regular pay dates over the period during which the Severance
                    Payments are
                    made, commencing on the first regular pay date after the Termination
                    Date
                    (or earlier, if required by applicable law);
                    

                

              


      

       

      
        
          
          

        

        
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    8.5  The
      Employee shall not be required to mitigate the amount of any payment, including
      the value of any Continuation Benefit, provided for in this Agreement by seeking
      other employment or otherwise and no such payment shall be offset or reduced
      by
      the amount of any compensation or benefits provided to the Employee in any
      subsequent employment except as provided in Sections 1.3.

     

    8.6  For
      a
      period of three years following the termination of this Agreement, Employee
      agrees that he will not make any negative or derogatory statements in verbal,
      written, electronic or any other form about the Company, including, but not
      limited to, a negative or derogatory statement made in, or in connection with,
      any article or book, on a website, in a chat room or via the internet except
      where such statement is required by law or regulation. During such three year
      period, none of the executive officers and directors shall make any negative
      or
      derogatory statements in verbal, written, electronic or any other form about
      the
      Employee, including, but not limited to, a negative or derogatory statement
      made
      in, or in connection with, any article or book, on a website, in a chat room
      or
      via the internet except where such statement is required by law or
      regulation.

     

    
      
        
        

      

      
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    ARTICLE
      IX

     

    TERMINATION
      OF PRIOR AGREEMENTS

     

    9.1  This
      Agreement, and the stock option, bonus plan and benefit plans, sets forth the
      entire agreement between the parties and supersedes all prior agreements,
      letters and understandings between the parties, whether oral or written prior
      to
      the effective date of this Agreement except for existing stock option agreements
      and the Confidentiality Agreement. 

     

    ARTICLE
      X

     

    STOCK
      OPTIONS

     

    10.1  As
      an
      inducement to Employee to enter into this Agreement the Company hereby grants,
      as of the date of this Agreement, to Employee options to purchase shares of
      the
      Company’s Common Stock, $.01 par value, as follows:

     

    Subject
      to the terms and conditions of the Company’s 2004 Omnibus Incentive Compensation
      Plan (the “Plan”), and the terms and conditions set forth in the Stock Option
      Agreement which are incorporated herein by reference, the Employee is hereby
      granted options to purchase 600,000 shares of the Company’s Common Stock, which
      options shall be subject to the following vesting requirements: options to
      purchase 200,000 shares shall vest on the Commencement Date and options to
      purchase an additional 400,000 shares shall vest in equal amounts of 100,000
      on
      each of the first four anniversary dates of the Commencement Date (the
“Options”). Further, the vesting and duration of the Options shall be subject
      to: (a) the condition that Employee continues to be an employee of the Company
      and (b) the provisions of Sections 10.2 and 10.3 hereto. The exercise price
      of
      the Options shall be equal to the closing price of the Company’s stock on the
      Commencement Date and shall contain such other terms and conditions as set
      forth
      in the stock option agreement. The foregoing Options shall be qualified as
      incentive stock options to the maximum amount as allowed by law. The Options
      provided for herein are not transferable by Employee and shall be exercised
      only
      by Employee, or by his legal representative or executor, as provided in the
      Plan. Such Options shall expire ten years from the Commencement Date but shall
      sooner terminate as provided for in the Plan, except as otherwise modified
      by
      this Agreement. 

     

    
      
        
        

      

      
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    10.2  In
      the
      event of a termination of Employee’s employment with the Company pursuant to
      Section 8.1(c), notwithstanding anything herein or in any stock option agreement
      to the contrary, the Employee’s right to purchase shares of Common Stock of the
      Company pursuant to any stock option or stock option plan to the extent vested
      as of the Termination Date, shall remain exercisable for a period of three
      months following the Termination Date, but in no event after the expiration
      of
      the exercise period. In the event of a termination of Employee’s employment with
      the Company pursuant to Section 8.1(b), options granted and not exercised as
      of
      the Termination Date shall terminate immediately and be null and void. In the
      event of a termination of Employee’s employment with the Company due to the
      Employee’s death, or Disability, the Employee’s (or his estate’s or legal
      representative’s) right to purchase shares of Common Stock of the Company
      pursuant to any stock option or stock option plan to the extent vested as of
      the
      Termination Date shall remain exercisable for a period of twelve (12) months
      following the Termination Date, but in no event after the expiration of the
      exercise period. In the event of a termination of Employee’s employment with the
      Company by the Employee, the Employee’s right to purchase shares of Common Stock
      of the Company pursuant to any stock option or stock option plan to the extent
      vested as of the Termination Date shall remain exercisable for a period of
      three
      months following the Termination Date, but in no event after the expiration
      of
      the exercise period. 

     

    
      
        
        

      

      
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    10.3  Notwithstanding
      the foregoing, in the event of a Change of Control (as defined in the Plan),
      the
      Options granted hereunder shall become immediately vested and exercisable in
      accordance with, and subject to, the terms and conditions of the
      Plan.

     

    ARTICLE
      XI

     

    ARBITRATION
      AND INDEMNIFICATION

     

    11.1  Any
      dispute arising out of the interpretation, application, and/or performance
      of
      this Agreement with the sole exception of any claim, breach, or violation
      arising under Article VI hereof shall be settled through final and binding
      arbitration before a single arbitrator in the State of New York in accordance
      with the Rules of the American Arbitration Association. The arbitrator shall
      be
      selected by the American Arbitration Association and shall be an attorney-at-law
      experienced in the field of corporate law. Any judgment upon any arbitration
      award may be entered in any court, federal or state, having competent
      jurisdiction of the parties.

     

    11.2  The
      Company hereby agrees to indemnify, defend, and hold harmless the Employee
      for
      any and all claims arising from or related to his employment by the Company
      at
      any time asserted, at any place asserted, to the fullest extent permitted by
      law. The provisions of this Section are in addition to and not in lieu of any
      indemnification, defense or other benefit to which Employee may be entitled
      by
      statute, regulation, common law or otherwise.

     

    
      
        
        

      

      
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    ARTICLE
      XII

     

    SEVERABILITY

     

    If
      any
      provision of this Agreement shall be held invalid and unenforceable, the
      remainder of this Agreement shall remain in full force and effect. If any
      provision is held invalid or unenforceable with respect to particular
      circumstances, it shall remain in full force and effect in all other
      circumstances.

    ARTICLE
      XIII

     

    NOTICE

     

    For
      the
      purposes of this Agreement, notices and all other communications provided for
      in
      the Agreement shall be in writing and shall be deemed to have been duly given
      when (a) personally delivered or (b) sent by (i) a nationally recognized
      overnight courier service or (ii) certified mail, return receipt requested,
      postage prepaid and in each case addressed to the respective addresses as set
      forth below or to any such other address as the party to receive the notice
      shall advise by due notice given in accordance with this paragraph. All notices
      and communications shall be deemed to have been received on (A) if delivered
      by
      personal service, the date of delivery thereof; (B) if delivered by a nationally
      recognized overnight courier service, on the first business day following
      deposit with such courier service; or (C) on the third business day after the
      mailing thereof via certified mail. Notwithstanding the foregoing, any notice
      of
      change of address shall be effective only upon receipt. 

     

    The
      current addresses of the parties are as follows:

     

    
      	
              IF
                TO THE COMPANY:

            	 	Lev Pharmaceuticals, Inc. 
              122
                East 42nd
                Street

              Suite
                2606

              New
                York, NY 10168 

            


    

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    
      	
              WITH
                A COPY TO:

            	 	Victor J. DiGioia
              Goldstein
                & DiGioia, LLP

              45
                Broadway

              New
                York, NY 10006 

            
	 	 	 
	
              IF
                TO THE EMPLOYEE:

            	 	Joseph Truitt
	 	 	 


    

     

    ARTICLE
      XIV

     

    BENEFIT

     

    This
      Agreement shall inure to, and shall be binding upon, the parties hereto, the
      successors and assigns of the Company, and the heirs and personal
      representatives of the Employee.

     

    ARTICLE
      XV

     

    WAIVER

     

    The
      waiver by either party of any breach or violation of any provision of this
      Agreement shall not operate or be construed as a waiver of any subsequent breach
      of construction and validity.

     

    ARTICLE
      XVI

     

    GOVERNING
      LAW

     

    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.

     

    ARTICLE
      XVII

     

    JURISDICTION

     

    Any
      or
      all actions or proceedings which may be brought by the Company or Employee
      under
      this Agreement shall be brought in courts having a situs within the State of
      New
      York, and Employee and the Company each hereby consent to the jurisdiction
      of
      any local, state, or federal court located within the State of New
      York.

     

    
      
        
        

      

      
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    ARTICLE
      XVIII

     

    ENTIRE
      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.

     

    IN
      WITNESS WHEREOF,
      the
      parties hereto have executed this Agreement and affixed their hands and seals
      the day and year first above written.

     

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

              Joshua
                D. Schein

              Chief
                Executive Officer 

            
	 	 


    

     

    
      	 	 	 
	 	Employee
	 
 	 
 	 
 
	 	 	/s/ Joseph Truitt
	 	
              

              Joseph
                Truitt

              Employee

            
	 	 


    

     

    
      
        
        

      

      
        17