Exhibit 10.3 





INDEMNIFICATION AGREEMENT



        THIS
AGREEMENT (the “Agreement”) is made effective as of March 5, 2007, between
Auriga Laboratories, Inc., a Delaware corporation (“the Company”), and Alan
Roberts (“Indemnitee”). 



        WITNESSETH
THAT:




        WHEREAS,
Indemnitee performs a valuable service for the Company; and 



        WHEREAS, the
Board of Directors of the Company has adopted Bylaws (the “Bylaws”) providing
for the indemnification of the officers and directors of the Company to the maximum extent
authorized by law (“Law”); and 



        WHEREAS,
the Bylaws and the Law, by their nonexclusive nature, permit contracts between the Company
and the officers or directors of the Company with respect to indemnification of such
officers or directors; and 



        WHEREAS,
in accordance with the authorization as provided by the Law, the Company may purchase and
maintain a policy or policies of directors’ and officers’ liability insurance
(“D & O Insurance”), covering certain liabilities which may be
incurred by its officers or directors in the performance of their obligations to the
Company; 



        NOW,
THEREFORE, in consideration of Indemnitee’s service as an officer or director after
the date hereof, the parties hereto agree as follows: 



    A.           Indemnity
of Indemnitee. The Company hereby agrees to hold harmless and           indemnify
Indemnitee to the full extent authorized or permitted by the           provisions of the
Law, as such may be amended from time to time, and the           Company’s Bylaws,
as such may be amended. In furtherance of the foregoing           indemnification, and
without limiting the generality thereof:  



		    1.           Proceedings
Other Than Proceedings by or in the Right of the Company.           Indemnitee shall
be entitled to the rights of indemnification provided in this           Section l(a)
if, by reason of his Corporate Status (as hereinafter           defined), he is, or is
threatened to be made, a party to or participant in any           Proceeding (as
hereinafter defined) other than a Proceeding by or in the right           of the Company.
Pursuant to this Section 1(a), Indemnitee shall be indemnified           against all
Expenses (as hereinafter defined), judgments, penalties, fines and           amounts paid
in settlement actually and reasonably incurred by him, or on his           behalf, in
connection with such Proceeding or any claim, issue or matter           therein, if he
acted in good faith and in a manner he reasonably believed to be           in or not
opposed to the best interests of the Company, and with respect to any           criminal
Proceeding, had no reasonable cause to believe his conduct was           unlawful.  







		    2.           Proceedings
by or in the Right of the Company. Indemnitee shall be           entitled to the
rights of indemnification provided in this Section 1(b) if, by           reason of his
Corporate Status, he is, or is threatened to be made, a party to           or participant
in any Proceeding brought by or in the right of the Company.           Pursuant to this
Section 1(b), Indemnitee shall be indemnified against all           Expenses actually and
reasonably incurred by him, or on his behalf, in           connection with such
Proceeding if he acted in good faith and in a manner he           reasonably believed to
be in or not opposed to the best interests of the           Company; provided, however,
if applicable law so provides, no indemnification           against such Expenses shall
be made in respect of any claim, issue or matter in           such Proceeding as to which
Indemnitee shall have been adjudged to be liable to           the Company unless and to
the extent that a state court shall determine that           such indemnification may be
made.  



















		    3.           Indemnification
for Expenses of a Party Who is Wholly or Partly           Successful. Notwithstanding
any other provision of this Agreement, to the           extent that Indemnitee is, by
reason of his Corporate Status, a party to and is           successful, on the merits or
otherwise, in any Proceeding, he shall be           indemnified to the maximum extent
permitted by law against all Expenses actually           and reasonably incurred by him
or on his behalf in connection therewith. If           Indemnitee is not wholly
successful in such Proceeding but is successful, on the           merits or otherwise, as
to one or more but less than all claims, issues or           matters in such Proceeding,
the Company shall indemnify Indemnitee against all           Expenses actually and
reasonably incurred by him or on his behalf in connection           with each
successfully resolved claim, issue or matter. For purposes of this           Section and
without limitation, the termination of any claim, issue or matter in           such a
Proceeding by dismissal, with or without prejudice, shall be deemed to be           a
successful result as to such claim, issue or matter.  







    B.           Additional
Indemnity. In addition to, and without regard to any           limitations on, the
indemnification provided for in Section 1 of this Agreement,           the Company shall
and hereby does indemnify and hold harmless Indemnitee against           all Expenses,
judgments, penalties, fines and amounts paid in settlement           actually and
reasonably incurred by him or on his behalf if, by reason of his           Corporate
Status, he is, or is threatened to be made, a party to or participant           in any
Proceeding (including a Proceeding by or in the right of the Company),
          including, without limitation, all liability arising out of the negligence or
          active or passive wrongdoing of Indemnitee. The only limitation that shall
exist           upon the Company’s obligations pursuant to this Agreement shall be
that the           Company shall not be obligated to make any payment to Indemnitee that
is finally           determined (under the procedures, and subject to the presumptions,
set forth in           Sections 6 and 7 hereof) to be unlawful under Delaware law.  



    C.           Contribution
in the Event of Joint Liability.  



		    1.                     Whether
or not the indemnification provided in Sections 1 and 2 hereof is           available, in
respect of any threatened, pending or completed action, suit or           proceeding in
which the Company is jointly liable with Indemnitee (or would be           if joined in
such action, suit or proceeding), the Company shall pay, in the           first instance,
the entire amount of any judgment or settlement of such action,           suit or
proceeding without requiring Indemnitee to contribute to such payment           and the
Company hereby waives and relinquishes any right of contribution it may           have
against Indemnitee. The Company shall not enter into any settlement of any
          action, suit or proceeding in which the Company is jointly liable with
          Indemnitee (or would be if joined in such action, suit or proceeding) unless
          such settlement provides for a full and final release of all claims asserted
          against Indemnitee.  








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		    2.                     Without
diminishing or impairing the obligations of the Company set forth in the
          preceding subparagraph, if, for any reason, Indemnitee shall elect or be
          required to pay all or any portion of any judgment or settlement in any
          threatened, pending or completed action, suit or proceeding in which the
Company           is jointly liable with Indemnitee (or would be if joined in such
action, suit or           proceeding), the Company shall contribute to the amount of
expenses (including           attorneys’ fees), judgments, fines and amounts paid in
settlement actually           and reasonably incurred and paid or payable by Indemnitee
in proportion to the           relative benefits received by the Company and all
officers, directors or           employees of the Company, other than Indemnitee, who are
jointly liable with           Indemnitee (or would be if joined in such action, suit or
proceeding), on the           one hand, and Indemnitee, on the other hand, from the
transaction from which           such action, suit or proceeding arose; provided,
however, that the proportion           determined on the basis of relative benefit may,
to the extent necessary to           conform to law, be further adjusted by reference to
the relative fault of the           Company and all officers, directors or employees of
the Company other than           Indemnitee who are jointly liable with Indemnitee (or
would be if joined in such           action, suit or proceeding), on the one hand, and
Indemnitee, on the other hand,           in connection with the events that resulted in
such expenses, judgments, fines           or settlement amounts, as well as any other
equitable considerations which the           Law may require to be considered. The
relative fault of the Company and all           officers, directors or employees of the
Company, other than Indemnitee, who are           jointly liable with Indemnitee (or
would be if joined in such action, suit or           proceeding), on the one hand, and
Indemnitee, on the other hand, shall be           determined by reference to, among other
things, the degree to which their           actions were motivated by intent to gain
personal profit or advantage, the           degree to which their liability is primary or
secondary and the degree to which           their conduct is active or passive.  







		    3.                     The
Company hereby agrees to fully indemnify and hold Indemnitee harmless from           any
claims of contribution which may be brought by officers, directors or           employees
of the Company, other than Indemnitee, who may be jointly liable with
          Indemnitee.  







    D.           Indemnification
for Expenses of a Witness. Notwithstanding any other           provision of this
Agreement, to the extent that Indemnitee is, by reason of his           Corporate Status,
a witness in any Proceeding to which Indemnitee is not a           party, he shall be
indemnified against all Expenses actually and reasonably           incurred by him or on
his behalf in connection therewith.  



    E.           Advancement
of Expenses. Notwithstanding any other provision of this           Agreement, the
Company shall advance all Expenses incurred by or on behalf of           Indemnitee in
connection with any Proceeding by reason of Indemnitee’s           Corporate Status
within ten (10) days after the receipt by the Company of a           statement or
statements from Indemnitee requesting such advance or advances from           time to
time, whether prior to or after final disposition of such Proceeding.           Such
statement or statements shall reasonably evidence the Expenses incurred by
          Indemnitee and shall include or be preceded or accompanied by an undertaking by
          or on behalf of Indemnitee to repay any Expenses advanced if it shall
ultimately           be determined that Indemnitee is not entitled to be indemnified
against such           Expenses. Any advances and undertakings to repay pursuant to this
Section 5           shall be unsecured and interest free. Notwithstanding the foregoing,
the           obligation of the Company to advance Expenses pursuant to this Section 5
shall           be subject to the condition that, if, when and to the extent that the
Company           determines that Indemnitee would not be permitted to be indemnified
under           applicable law, the Company shall be entitled to be reimbursed, within
thirty           (30) days of such determination, by Indemnitee (who hereby agrees to
reimburse           the Company) for all such amounts theretofore paid; provided,
however, that if           Indemnitee has commenced or thereafter commences legal
proceedings in a court of           competent jurisdiction to secure a determination that
Indemnitee should be           indemnified under applicable law, any determination made
by the Company that           Indemnitee would not be permitted to be indemnified under
applicable law shall           not be binding and Indemnitee shall not be required to
reimburse the Company for           any advance of Expenses until a final judicial
determination is made with           respect thereto (and as to which all rights of
appeal therefrom have been           exhausted or lapsed).  




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    F.           Procedures
and Presumptions for Determination of Entitlement to           Indemnification. It is
the intent of this Agreement to secure for Indemnitee           rights of indemnity that
are as favorable as may be permitted under the Law and           public policy of the
State of Delaware. Accordingly, the parties agree that the           following procedures
and presumptions shall apply in the event of any question           as to whether
Indemnitee is entitled to indemnification under this Agreement:  



		    1.                     To
obtain indemnification (including, but not limited to, the advancement of
          Expenses and contribution by the Company) under this Agreement, Indemnitee
shall           submit to the Company a written request, including therein or therewith
such           documentation and information as is reasonably available to Indemnitee and
is           reasonably necessary to determine whether and to what extent Indemnitee is
          entitled to indemnification. The Secretary of the Company shall, promptly upon
          receipt of such a request for indemnification, advise the Board of Directors in
          writing that Indemnitee has requested indemnification.  







		    2.                     Upon
written request by Indemnitee for indemnification pursuant to the first
          sentence of Section 6(a) hereof, a determination, if required by applicable
law,           with respect to Indemnitee’s entitlement thereto shall be made in the
          specific case by one of the following three methods, which shall be at the
          election of Indemnitee: (1) by a majority vote of the disinterested directors,
          even though less than a quorum, (2) by independent legal counsel in a written
          opinion or (3) by the stockholders.  







		    3.                     If
the determination of entitlement to indemnification is to be made by
          Independent Counsel pursuant to Section 6(b) hereof, the Independent Counsel
          shall be selected as provided in this Section 6(c). The Independent Counsel
          shall be selected by Indemnitee (unless Indemnitee requests that such selection
          be made by the Board of Directors). Indemnitee or the Company, as the case may
          be, may, within 10 days after such written notice of selection shall have been
          given, deliver to the Company or to Indemnitee, as the case may be, a written
          objection to such selection; provided, however, that such objection may be
          asserted only on the ground that the Independent Counsel so selected does not
          meet the requirements of “Independent Counsel” as defined in Section
          13 of this Agreement, and the objection shall set forth with particularity the
          factual basis of such assertion. Absent a proper and timely objection, the
          person so selected shall act as Independent Counsel. If a written objection is
          made and substantiated, the Independent Counsel selected may not serve as
          Independent Counsel unless and until such objection is withdrawn or a court has
          determined that such objection is without merit. If, within 20 days after
          submission by Indemnitee of a written request for indemnification pursuant to
          Section 6(a) hereof, no Independent Counsel shall have been selected and not
          objected to, either the Company or Indemnitee may petition a Delaware state
          court or other court of competent jurisdiction for resolution of any objection
          which shall have been made by the Company or Indemnitee to the other’s
          selection of Independent Counsel and/or for the appointment as Independent
          Counsel of a person selected by the court or by such other person as the court
          shall designate, and the person with respect to whom all objections are so
          resolved or the person so appointed shall act as Independent Counsel under
          Section 6(b) hereof. The Company shall pay any and all reasonable fees and
          expenses of Independent Counsel incurred by such Independent Counsel in
          connection with acting pursuant to Section 6(b) hereof, and the Company shall
          pay all reasonable fees and expenses incident to the procedures of this Section
          6(c), regardless of the manner in which such Independent Counsel was selected
or           appointed.  







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		    4.                     In
making a determination with respect to entitlement to indemnification
          hereunder, the person or persons or entity making such determination shall
          presume that Indemnitee is entitled to indemnification under this Agreement.
          Anyone seeking to overcome this presumption shall have the burden of proof and
          the burden of persuasion by clear and convincing evidence.  







		    5.                     Indemnitee
shall be deemed to have acted in good faith if Indemnitee’s           action is
based on the records or books of account of the Enterprise, including           financial
statements, or on information supplied to Indemnitee by the officers           of the
Enterprise (as hereinafter defined) in the course of their duties, or on           the
advice of legal counsel for the Enterprise or on information or records           given
or reports made to the Enterprise by an independent certified public           accountant
or by an appraiser or other expert selected with reasonable care by           the
Enterprise. In addition, the knowledge and/or actions, or failure to act, of
          any director, officer, agent or employee of the Enterprise shall not be imputed
          to Indemnitee for purposes of determining the right to indemnification under
          this Agreement. Whether or not the foregoing provisions of this
          Section 6(e) are satisfied, it shall in any event be presumed that
          Indemnitee has at all times acted in good faith and in a manner he reasonably
          believed to be in or not opposed to the best interests of the Company. Anyone
          seeking to overcome this presumption shall have the burden of proof and the
          burden of persuasion by clear and convincing evidence.  







		    6.                            If
the person, persons or entity empowered or selected under Section 6 to
          determine whether Indemnitee is entitled to indemnification shall not have made
          a determination within thirty (30) days after receipt by the Company of the
          request therefor, the requisite determination of entitlement to indemnification
          shall be deemed to have been made and Indemnitee shall be entitled to such
          indemnification absent (i) a misstatement by Indemnitee of a material fact, or
          an omission of a material fact necessary to make Indemnitee’s statement
not           materially misleading, in connection with the request for indemnification,
or           (ii) a prohibition of such indemnification under applicable law; provided,
          however, that such 30-day period may be extended for a reasonable time, not to
          exceed an additional fifteen (15) days, if the person, persons or entity making
          such determination with respect to entitlement to indemnification in good faith
          requires such additional time to obtain or evaluate documentation and/or
          information relating thereto; and provided, further, that the foregoing
          provisions of this Section 6(g) shall not apply if the determination of
          entitlement to indemnification is to be made by the stockholders pursuant to
          Section 6(b) of this Agreement and if (A) within fifteen (15) days after
receipt           by the Company of the request for such determination, the Board of
Directors or           the Disinterested Directors, if appropriate, resolve to submit
such           determination to the stockholders for their consideration at an annual
meeting           thereof to be held within seventy-five (75) days after such receipt and
such           determination is made thereat, or (B) a special meeting of stockholders is
          called within fifteen (15) days after such receipt for the purpose of making
          such determination, such meeting is held for such purpose within sixty (60)
days           after having been so called and such determination is made thereat.  









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		    7.                     Indemnitee
shall cooperate with the person, persons or entity making such           determination
with respect to Indemnitee’s entitlement to indemnification,           including
providing to such person, persons or entity upon reasonable advance           request any
documentation or information which is not privileged or otherwise           protected
from disclosure and which is reasonably available to Indemnitee and           reasonably
necessary to such determination. Any Independent Counsel, member of           the Board
of Directors or stockholder of the Company shall act reasonably and in           good
faith in making a determination regarding the Indemnitee’s entitlement           to
indemnification under this Agreement. Any costs or expenses (including           attorneys’ fees
and disbursements) incurred by Indemnitee in so cooperating           with the person,
persons or entity making such determination shall be borne by           the Company
(irrespective of the determination as to Indemnitee’s           entitlement to
indemnification) and the Company hereby indemnifies and agrees to           hold
Indemnitee harmless therefrom.  







		    8.                     The
Company acknowledges that a settlement or other disposition short of final
          judgment may be successful if it permits a party to avoid expense, delay,
          distraction, disruption and uncertainty. In the event that any action, claim or
          proceeding to which Indemnitee is a party is resolved in any manner other than
          by adverse judgment against Indemnitee (including, without limitation,
          settlement of such action, claim or proceeding with or without payment of money
          or other consideration) it shall be presumed that Indemnitee has been
successful           on the merits or otherwise in such action, suit or proceeding.
Anyone seeking to           overcome this presumption shall have the burden of proof and
the burden of           persuasion by clear and convincing evidence.  







    G.           Remedies
of Indemnitee.  



		    1.                     In
the event that (i) a determination is made pursuant to Section 6 of this
          Agreement that Indemnitee is not entitled to indemnification under this
          Agreement, (ii) advancement of Expenses is not timely made pursuant to
          Section 5 of this Agreement, (iii) no determination of entitlement to
          indemnification is made pursuant to Section 6(b) of this Agreement within 90
          days after receipt by the Company of the request for indemnification, (iv)
          payment of indemnification is not made pursuant to this Agreement within ten
          (10) days after receipt by the Company of a written request therefor or
          (v) payment of indemnification is not made within ten (10) days after a
          determination has been made that Indemnitee is entitled to indemnification or
          such determination is deemed to have been made pursuant to Section 6 of this
          Agreement, Indemnitee shall be entitled to an adjudication in an appropriate
          court of the State of Delaware, or in any other court of competent
jurisdiction,           of his entitlement to such indemnification. Indemnitee shall
commence such           proceeding seeking an adjudication within 180 days following the
date on which           Indemnitee first has the right to commence such proceeding
pursuant to this           Section 7(a). The Company shall not oppose Indemnitee’s
right to seek any           such adjudication.  









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		    2.                     In
the event that a determination shall have been made pursuant to Section 6(b)           of
this Agreement that Indemnitee is not entitled to indemnification, any           judicial
proceeding commenced pursuant to this Section 7 shall be conducted in           all
respects as a de novo trial on the merits, and Indemnitee shall not           be
prejudiced by reason of the adverse determination under Section 6(b).  







		    3.                      If
a determination shall have been made pursuant to Section 6(b) of this           Agreement
that Indemnitee is entitled to indemnification, the Company shall be           bound by
such determination in any judicial proceeding commenced pursuant to           this
Section 7, absent a prohibition of such indemnification under applicable           law.  







		    4.                     In
the event that Indemnitee, pursuant to this Section 7, seeks a judicial
          adjudication of his rights under, or to recover damages for breach of, this
          Agreement, or to recover under any directors’ and officers’ liability
          insurance policies maintained by the Company, the Company shall pay on his
          behalf, in advance, any and all expenses (of the types described in the
          definition of Expenses in Section 13 of this Agreement) actually and reasonably
          incurred by him in such judicial adjudication, regardless of whether Indemnitee
          ultimately is determined to be entitled to such indemnification, advancement of
          expenses or insurance recovery.  







		    5.                     The
Company shall be precluded from asserting in any judicial proceeding           commenced
pursuant to this Section 7 that the procedures and presumptions of           this
Agreement are not valid, binding and enforceable and shall stipulate in any
          such court that the Company is bound by all the provisions of this Agreement.  







    H.           Non-Exclusivity;
Survival of Rights; Insurance; Subrogation.  



		    1.                     The
rights of indemnification as provided by this Agreement shall not be deemed
          exclusive of any other rights to which Indemnitee may at any time be entitled
          under applicable law, the certificate of incorporation of the Company, the
          Bylaws, any agreement, a vote of stockholders, a resolution of directors or
          otherwise. No amendment, alteration or repeal of this Agreement or of any
          provision hereof shall limit or restrict any right of Indemnitee under this
          Agreement in respect of any action taken or omitted by such Indemnitee in his
          Corporate Status prior to such amendment, alteration or repeal. To the extent
          that a change in the Law, whether by statute or judicial decision, permits
          greater indemnification than would be afforded currently under the Bylaws and
          this Agreement, it is the intent of the parties hereto that Indemnitee shall
          enjoy by this Agreement the greater benefits so afforded by such change. No
          right or remedy herein conferred is intended to be exclusive of any other right
          or remedy, and every other right and remedy shall be cumulative and in addition
          to every other right and remedy given hereunder or now or hereafter existing at
          law or in equity or otherwise. The assertion or employment of any right or
          remedy hereunder, or otherwise, shall not prevent the concurrent assertion or
          employment of any other right or remedy.  







	 	
2.              To
the extent that the Company maintains an insurance policy or policies           providing
liability insurance for directors, officers, employees, or agents or
          fiduciaries of the Company or of any other corporation, partnership, joint
          venture, trust, employee benefit plan or other enterprise that such person
          serves at the request of the Company, Indemnitee shall be covered by such
policy           or policies in accordance with its or their terms to the maximum extent
of the           coverage available for any director, officer, employee, agent or
fiduciary under           such policy or policies.  







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3.              In
the event of any payment under this Agreement, the Company shall be           subrogated
to the extent of such payment to all of the rights of recovery of           Indemnitee,
who shall execute all papers required and take all action necessary           to secure
such rights, including execution of such documents as are necessary to           enable
the Company to bring suit to enforce such rights.  






	 	
4.              The
Company shall not be liable under this Agreement to make any payment of           amounts
otherwise indemnifiable hereunder if and to the extent that Indemnitee           has
otherwise actually received such payment under any insurance policy,           contract,
agreement or otherwise.  






    I.           Exception
to Right of Indemnification. Notwithstanding any other           provision of this
Agreement, Indemnitee shall not be entitled to indemnification           under this
Agreement with respect to any Proceeding brought by Indemnitee, or           any claim
therein, unless (a) the bringing of such Proceeding or making of such           claim
shall have been approved by the Board of Directors of the Company or (b)           such
Proceeding is being brought by Indemnitee to assert, interpret or enforce           his
rights under this Agreement.  



    J.           Duration
of Agreement. All agreements and obligations of the Company           contained
herein shall continue during the period Indemnitee is an officer or           director of
the Company (or is or was serving at the request of the Company as a           director,
officer, employee or agent of another corporation, partnership, joint           venture,
trust or other enterprise) and shall continue thereafter so long as           Indemnitee
shall be subject to any Proceeding (or any proceeding commenced under           Section 7
hereof) by reason of his Corporate Status, whether or not he is acting           or
serving in any such capacity at the time any liability or expense is incurred
          for which indemnification can be provided under this Agreement.  



    K.           Security.
To the extent requested by Indemnitee and approved by the Board           of Directors of
the Company, the Company may at any time and from time to time           provide security
to Indemnitee for the Company’s obligations hereunder           through an
irrevocable bank line of credit, funded trust or other collateral.           Any such
security, once provided to Indemnitee, may not be revoked or released           without
the prior written consent of the Indemnitee.  



    L.           Enforcement.  



		    1.                     The
Company expressly confirms and agrees that it has entered into this           Agreement
and assumes the obligations imposed on it hereby in order to induce           Indemnitee
to serve as an officer or director of the Company, and the Company           acknowledges
that Indemnitee is relying upon this Agreement in serving as an           officer or
director of the Company.  







		    2.                     This
Agreement constitutes the entire agreement between the parties hereto with
          respect to the subject matter hereof and supersedes all prior agreements and
          understandings, oral, written and implied, between the parties hereto with
          respect to the subject matter hereof.  








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    M.           Definitions.
For purposes of this Agreement:  



		    1.                     “Corporate
Status” describes the status of a person who is or was a           director,
officer, employee, agent or fiduciary of the Company or of any other
          corporation, partnership, joint venture, trust, employee benefit plan or other
          enterprise that such person is or was serving at the express written request of
          the Company.  







		    2.                     “Disinterested
Director” means a director of the Company who is not           and was not a party
to the Proceeding in respect of which indemnification is           sought by Indemnitee.  







		    3.                     “Enterprise” shall
mean the Company and any other corporation,           partnership, joint venture, trust,
employee benefit plan or other enterprise           that Indemnitee is or was serving at
the express written request of the Company           as a director, officer, employee,
agent or fiduciary.  







		    4.                     “Expenses” shall
include all reasonable attorneys’ fees,           retainers, court costs, transcript
costs, fees of experts, witness fees, travel           expenses, duplicating costs,
printing and binding costs, telephone charges,           postage, delivery service fees
and all other disbursements or expenses of the           types customarily incurred in
connection with prosecuting, defending, preparing           to prosecute or defend,
investigating, participating, or being or preparing to           be a witness in a
Proceeding.  







		    5.                     “Independent
Counsel” means a law firm, or a member of a law firm,           that is experienced
in matters of corporation law and neither presently is, nor           in the past five
years has been, retained to represent: (i) the Company or           Indemnitee in any
matter material to either such party (other than with respect           to matters
concerning Indemnitee under this Agreement, or of other indemnitees           under
similar indemnification agreements), or (ii) any other party to the           Proceeding
giving rise to a claim for indemnification hereunder. Notwithstanding           the
foregoing, the term “Independent Counsel” shall not include any
          person who, under the applicable standards of professional conduct then
          prevailing, would have a conflict of interest in representing either the
Company           or Indemnitee in an action to determine Indemnitee’s rights under
this           Agreement. The Company agrees to pay the reasonable fees of the
Independent           Counsel referred to above and to fully indemnify such counsel
against any and           all Expenses, claims, liabilities and damages arising out of or
relating to this           Agreement or its engagement pursuant hereto.  







		    6.                     “Proceeding” includes
any threatened, pending or completed action,           suit, arbitration, alternate
dispute resolution mechanism, investigation,           inquiry, administrative hearing or
any other actual, threatened or completed           proceeding, whether brought by or in
the right of the Company or otherwise and           whether civil, criminal,
administrative or investigative, in which Indemnitee           was, is or will be
involved as a party or otherwise, by reason of the fact that           Indemnitee is or
was an officer or director of the Company, by reason of any           action taken by him
or of any inaction on his part while acting as an officer or           director of the
Company, or by reason of the fact that he is or was serving at           the request of
the Company as a director, officer, employee, agent or fiduciary           of another
corporation, partnership, joint venture, trust or other Enterprise;           in each
case whether or not he is acting or serving in any such capacity at the           time
any liability or expense is incurred for which indemnification can be           provided
under this Agreement; including one pending on or before the date of           this
Agreement, but excluding one initiated by an Indemnitee pursuant to Section           7
of this Agreement to enforce his rights under this Agreement.  








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    N.           Severability.
If any provision or provisions of this Agreement shall be           held by a court of
competent jurisdiction to be invalid, void, illegal or           otherwise unenforceable
for any reason whatsoever: (a) the validity, legality           and enforceability of the
remaining provisions of this Agreement (including           without limitation, each
portion of any section of this Agreement containing any           such provision held to
be invalid, illegal or unenforceable that is not itself           invalid, illegal or
unenforceable) shall not in any way be affected or impaired           thereby and shall
remain enforceable to the fullest extent permitted by law; and           (b) to the
fullest extent possible, the provisions of this Agreement (including,           without
limitation, each portion of any section of this Agreement containing any           such
provision held to be invalid, illegal or unenforceable that is not itself
          invalid, illegal or unenforceable) shall be construed so as to give effect to
          the intent manifested thereby. Without limiting the generality of the
foregoing,           this Agreement is intended to confer upon Indemnitee indemnification
rights to           the fullest extent permitted by applicable laws. In the event any
provision           hereof conflicts with any applicable law, such provision shall be
deemed           modified, consistent with the aforementioned intent, to the extent
necessary to           resolve such conflict.  



    O.           Modification
and Waiver. No supplement, modification, termination or           amendment of this
Agreement shall be binding unless executed in writing by both           of the parties
hereto. No waiver of any of the provisions of this Agreement           shall be deemed or
shall constitute a waiver of any other provisions hereof           (whether or not
similar) nor shall such waiver constitute a continuing waiver.  



    P.           Notice
By Indemnitee. Indemnitee agrees promptly to notify the Company in           writing
upon being served with or otherwise receiving any summons, citation,           subpoena,
complaint, indictment, information or other document relating to any           Proceeding
or matter which may be subject to indemnification covered hereunder.           The
failure to so notify the Company shall not relieve the Company of any
          obligation which it may have to Indemnitee under this Agreement or otherwise
          unless and only to the extent that such failure or delay materially prejudices
          the Company.  



    Q.           Notices.
All notices, requests, demands and other communications           hereunder shall be in
writing and shall be deemed to have been duly given if           (i) delivered by
hand and receipted for by the party to whom said notice or           other communication
shall have been directed, or (ii) mailed by certified           or registered mail
with postage prepaid, on the third business day after the           date on which it is
so mailed:  



		    1.                     If
to Indemnitee, to the address set forth below Indemnitee signature hereto.  








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If to the Company, to:






	 	
Auriga Laboratories, Inc.
2029 Century Park East, Suite 1130
Los Angeles, CA 90067
Attn: Chief Financial Officer






or to such other address as may have
been furnished to Indemnitee by the Company or to the Company by Indemnitee, as the case
may be. 



    R.           Identical
Counterparts. This Agreement may be executed in one or more           counterparts,
each of which shall for all purposes be deemed to be an original           but all of
which together shall constitute one and the same Agreement. Only one           such
counterpart signed by the party against whom enforceability is sought needs           to
be produced to evidence the existence of this Agreement.  



    S.           Headings.
The headings of the paragraphs of this Agreement are inserted           for convenience
only and shall not be deemed to constitute part of this           Agreement or to affect
the construction thereof.  



    T.           Governing
Law. The parties agree that this Agreement shall be governed           by, and
construed and enforced in accordance with, the laws of the State of           Delaware
without application of the conflict of laws principles thereof.  



    U.           Gender.
Use of the masculine pronoun shall be deemed to include usage of           the feminine
pronoun where appropriate.  




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        IN
WITNESS WHEREOF, the parties hereto have executed this Agreement on March 2nd,
2007. 



		AURIGA LABORATORIES, INC.
		 
		 
		By: /s/ Philip S. Pesin
		 
		Name: Philip S. Pesin
		 
		Title: Chief Executive Officer
		 
		 
		INDEMNITEE
		 
		 
		/s/ Alan Roberts
		 
		Name: Alan Roberts
		 
		 
		Address:
	 	

	 	

	 	

	 	







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