EMPLOYMENT AGREEMENT 



        This
Employment Agreement (“Agreement”) is made between ALAN ROBERTS (the
“Employee” or “you”) and AURIGA LABORATORIES, INC., a Delaware
corporation, along with its subsidiaries, parents, affiliated entities, and includes its
successors and assigns or any such related entities (the “Company”). In
consideration set forth below, both parties agree as follows: 



     1.    
          Term of Employment. Your employment under this Agreement shall commence
          on March 5, 2007, and this Agreement shall commence as of that date. The parties
          expressly understand that nothing in this Agreement is a guarantee or assurance
          of employment for any specific period of time. Rather, you understand that you
          are an at-will employee, and that the Company may terminate your employment at
          any time, and you are similarly free to resign at any time. The parties also
          expressly understand that the terms and conditions in Section 3 below do
          not guarantee employment for any specific period of time or otherwise alter your
          at-will employment status but are solely included to set forth amounts and
          benefits potentially available to you at the cessation of your employment. 



     2.    
          Nature of Duties. You shall hold the position of
          “Chief Scientific Officer” and shall receive future wages and
          employment benefits, payment of which during the period of your employment is a
          condition of this Agreement. You shall also devote your full business time and
          effort to the performance of your duties for the Company, which you shall
          perform faithfully and to the best of your ability. During your employment, you
          shall not render services in any capacity to any other person or entity and
          shall not act as a sole proprietor or partner of any other person or entity or
          as a shareholder owning more than five percent of the stock of any other
          corporation, without the prior written approval of the Company’s Board of
          Directors. You shall be subject to the Company’s policies, procedures and
          approval practices, as generally in effect from time-to-time. 



     3.    
          Compensation and Related Matters. In consideration of your execution of
          this Agreement, you shall be entitled to the following: 



    a.       Base
Salary. The Company shall pay you a base salary at a gross annual           rate of
$205,000.00. Base salary shall be paid bi-weekly.  



    b.       Monthly
Car Allowance. The Company shall pay you a monthly car allowance           which
amount shall be determined in the sole discretion of the board of           directors.  



    c.       Bonus:
The Company has an executive incentive program. You will be           eligible to
participate in this incentive program beginning in 2007 once           approved by the
Company’s Board of Directors. Your target bonus will be up           to 40% base
salary based on individual and company performance.  



         d.       
          Common Stock. You acknowledge that, prior to the execution of this
          Agreement, you had no right to any option shares of the Company’s Common
          Stock that had not vested by the time of your employment termination, in the
          event that you are terminated, and that such unvested shares would be forfeited
          on the date your employment is terminated. As consideration for the execution of
          this Agreement, all option shares that have been granted to you which have not
          vested as of your employment termination shall automatically vest on your
          termination date, as described in the applicable stock option agreement,
          provided your employment is terminated by the Company without Cause. You shall
          not be entitled to this benefit should you terminate your employment with the
          Company, regardless of the reason, or if the Company terminates your employment
          with Cause. For purposes of this Agreement, “Cause” shall mean:
          (1) your failure or refusal to follow the Company’s reasonable and lawful
          directions or your material failure or refusal to perform your essential duties
          (other than by reason of physical or mental illness, injury, or condition); (2)
          your material failure or refusal to comply with Company policies; (3) your
          engaging in conduct that is or may be unlawful or disreputable, to the possible
          detriment of the Company’s or your own reputation in the industry; or (4)
          your breach of this Agreement. 




Page 1 of 8 









    e.       Taxes.
The Company shall withhold taxes from payments it makes pursuant           to this
Agreement as required by applicable law.  



    f.       Non-qualified
Stock Option Grant. Subject to the approval of the           Company’s Board of
Directors, you will be granted an option to purchase           275,000 shares of the
Company’s Common Stock on a post-split basis. The           exercise price per share
will be equal to the closing price of the           Company’s common stock on the
OTC Bulletin Board on the date of grant. The           option will be subject to the
terms and conditions applicable to options granted           under the Company’s
Stock Plan, as described in that Plan and the           applicable stock option
agreement. The option will be immediately exercisable,           but the purchased shares
will be subject to repurchase by the Company at the           exercise price in the event
that your service terminates before you vest in the           shares. You will vest in
25% of the option shares after 12 months of service,           and the balance will vest
in three equal yearly installments over the following           three years of service,
as described in the applicable stock option agreement.  



    g.       Indemnification.
The Company will indemnify you for your actions in           good-faith on behalf of the
Company pursuant to the Company’s standard form           indemnification agreement.  



         h.       
          You acknowledge the receipt and sufficiency of this consideration 



     4.    
          Existing Agreement. The Company and you agree that this Agreement shall
          supersede in its entirety any prior agreements you may have executed with the
          Company, so that such terms and conditions shall have no further force or effect
          as of the effective date of this Agreement. 



     5.    
          Conflict of Interest. You acknowledge you have not entered into, and you
          agree you will not enter into, any agreement, either written or oral, in
          conflict with this Agreement or your employment with Company. You also
          acknowledge you will not violate any agreement with or rights of any third party
          or, except as expressly authorized by Company in writing hereafter, use or
          disclose your own or any third party’s confidential information or
          intellectual property when acting within the scope of your employment or
          otherwise on behalf of Company. Further, you have not retained anything
          containing any confidential information of a prior employer or other third
          party, whether or not created by you. 




Page 2 of 8 









     6.    
          Company Ownership. Company shall own all right, title and interest
          (including patent rights, copyrights, Trade Secret rights, sui generis
          database rights and all other intellectual and industrial property rights of
          any sort throughout the world) relating to any and all inventions (whether or
          not patentable), works of authorship, mask works, designs, know-how, ideas and
          information made or conceived or reduced to practice, in whole or in part, by
          you during the term of your employment with Company to and only to the fullest
          extent allowed by law (collectively “inventions”), and you will
          promptly disclose all inventions to Company. You hereby made all assignments
          necessary to accomplish the foregoing. You shall further fully and promptly
          assist Company, at Company’s expense, to further evidence, record and
          perfect such assignments, and to perfect, obtain, maintain, enforce, and defend
          any rights specified to be so owned or assigned. You hereby irrevocably
          designate and appoint Company as your agent and attorney-in-fact, coupled with
          an interest and with full power of substitution, to act for and in your behalf
          to execute and file any document and to do all other lawfully permitted acts to
          further the purposes of the foregoing with the same legal force and effect as if
          executed by you. Without limiting Section 5 or Company’s other
          rights and remedies, if, when acting within the scope of your employment, or
          otherwise on behalf of Company, you use or (except pursuant to this Section
          6) disclose your own or any third party’s confidential information or
          intellectual property (or if any invention cannot be fully made, used,
          reproduced, distributed and otherwise exploited without using or violating the
          foregoing), Company will have and you hereby grant Company a perpetual,
          irrevocable, worldwide royalty-free, non-exclusive, sub-licensable right and
          license to exploit and exercise all such confidential information and
          intellectual property rights. 



     7.    
          To the extent allowed by law, Section 6 includes all rights of integrity,
          disclosure and withdrawal and any other rights that may be known as or referred
          to as “moral rights,” “artist’s rights,” “droit
          moral,” or the like (collectively “Moral Rights”). To the extent
          you retain any such Moral Rights under applicable law, you hereby ratify and
          consent to any action that may be taken with respect to such Moral Rights by or
          authorized by Company and agree not to assert any Moral Rights with respect
          thereto. You will confirm any such ratifications, consents and agreements from
          time to time as requested by Company. 



     8.    
          Proprietary Information. You agree that all inventions and all other
          business, technical and financial information (including, without limitation,
          the identity of and information relating to customers or employees) you develop,
          learn or obtain during the term of your employment that relate to Company or the
          business or demonstrably anticipated business of Company or that are received by
          or for Company in confidence, constitute “Proprietary Information.”
          Proprietary Information shall be promptly and fully disclosed by you to the
          Company and shall be the exclusive property of the Company as against you and
          your successors, heirs, devisees, legatees and assigns. You hereby assign to the
          Company your entire right, title, and interest therein and shall promptly
          deliver to the Company all papers, drawings, models, data, and other material
          relating to any of the foregoing Proprietary Information conceived, made,
          developed, created or reduced to practice by you as aforesaid. Upon termination
          of your employment, you will promptly return to Company all items containing or
          embodying Proprietary Information (including all copies), except that you may
          keep your personal copies of: (i) your compensation records; (ii) materials
          distributed to shareholders generally; and (iii) this Agreement. You also
          recognize and agree to Company’s telecommunications, networking or
          information processing systems (including, without limitation, stored computer
          files, e-mail messages and voice messages) and that your activity and any files
          or messages on or using any of those systems may be monitored at any time
          without notice. 




Page 3 of 8 









     9.    
          Restrictive Covenants. 



         a.       
          Definitions: 



        (1)                 “Company’s
Business” means the highly competitive business of           developing,
manufacturing, marketing, distributing, and/or selling           pharmaceutical products
and acquiring pharmaceutical products for the           development of new
reformulations, applications, and/or enhanced clinical           benefits.  




        (2)                 “Competitive
Business(es)” include any firm, partnership, joint           venture, corporation
and/or any other entity and/or person, and/or any licensee           of such entity, that
engages in the Company’s Business.  




        (3)                 “Confidential
Information” means information about the Company and its           Customers,
Customer Prospects, and/or Vendors that is not generally known           outside of the
Company, which you will learn of in connection with your           employment with the
Company. Confidential Information may include, without           limitation: (1) the
Company’s business policies, finances, and business           plans; (2) the Company’s
financial projections, including but not limited           to, annual sales forecasts and
targets and any computation(s) of the market           share of Customers and/or Customer
Prospects; (3) sales information relating to           the Company’s product
roll-outs; (4) customized software, marketing tools,           and/or supplies that you
will be provided access to by the Company and/or will           create; (5) the identity
of the Company’s Customers, Customer Prospects,           and/or Vendors (including
names, addresses, and telephone numbers of Customers,           Customer Prospects,
and/or Vendors); (6) any list(s) of the Company’s           Customers, Customer
Prospects, and/or Vendors; (7) the account terms and pricing           upon which the
Company obtains products and services from its Vendors; (8) the           account terms
and pricing of sales contracts between the Company and its           Customers; (9) the
proposed account terms and pricing of sales contracts between           the Company and
its Customer Prospects; (10) the names and addresses of the           Company’s
employees and other business contacts of the Company; (11) the           techniques,
methods, and strategies by which the Company develops, manufactures,           markets,
distributes, and/or sells any of the products described in Section           9.a.(1) and
(12) Proprietary Information described in Section 8          above.  




        (4)                 “Customers” means
any firm, partnership, corporation and/or any other           entity and/or person that
purchased or purchases from the Company any of the           products generally described
in Section 9.a.(1) 




        (5)                 “Customer
Prospects” means any firm, partnership, corporation and/or           any other
entity and/or person reasonably expected by the Company to be likely           to
purchase from the Company any of the products described in Section 9.a.(1) 




        (6)                 “Material
Contact” means personal contact, including, but not limited           to, contact
made in person, by phone, or through correspondence via           mail,
facsimile, or electronic mail, or the supervision of the efforts of           those
who have direct personal contact with Customers, Customer Prospects, or           Vendors
in an effort to initiate or further a business relationship between the           Company
and such Customers, Customer Prospects, or Vendors.  




Page 4 of 8 










        (7)                 Your
“Job Duties” are those duties you have performed during the           twelve
(12) months preceding the execution date of this Agreement, or since you
          commenced your employment with the Company if less than twelve (12) months, as
          well as those duties as may from time-to-time reasonably be prescribed by the
          Company during the period of your employment with the Company.  




        (8)                 “Territory” means
the United States.  




        (9)                 “Trade
Secrets” means Confidential Information which meets the           additional
requirements of the Delaware Uniform Trade Secrets Act           (“DUTSA”), 6
DEL. CODE ANN. §§ 2001-2011, and/or under any           other applicable law.  




        (10)                 “Vendors” means
any individual and/or entity that provides goods and           services to the Company.  




         b.       
          You agree that your work for the Company will bring you into close contact with
          many of the Company’s Customers, Customer Prospects, Vendors, Trade
          Secrets, and Confidential information. You further agree that the covenants in
          this Section 9 are reasonable and necessary to protect the Company’s
          legitimate business interests and its Customer, Customer Prospect, and/or Vendor
          relationships, Trade Secrets, and Confidential Information. 



         c.       
          You further agree that, due to your position, your engaging in any activity that
          may breach this Agreement is likely to cause the Company great, immediate and
          irreparable harm. 



         d.       
          Duty of Confidentiality. You agree that, during your employment with the
          Company and for a period of two (2) years following the termination of such
          employment for any reason, you shall not directly or indirectly divulge or make
          use of any Confidential Information outside of your employment with the Company
          (so long as the information remains confidential) without the prior written
          consent of the Company. You shall not directly or indirectly misappropriate,
          divulge, or make use of Trade Secrets for so long as the information remains a
          Trade Secret as defined by the DUTSA and/or any other applicable law. You
          further agree that, if you are questioned about information subject to this
          agreement by anyone not authorized to receive such information, you will notify
          the Company within 24 hours. You acknowledge that applicable law may impose
          longer duties of non-disclosure, especially for Trade Secrets, and that such
          longer periods are not shortened by this Agreement. 



         e.       
          Return of Confidential Information And Company Property. You agree to
          return all Confidential Information and/or Trade Secrets within three (3)
          calendar days following the termination of your employment for any reason. To
          the extent you maintain Confidential Information and/or Trade Secrets in
          electronic form on any computers or other electronic devices owned by you, you
          agree to irretrievably delete all such information and to confirm under penalty
          of perjury the fact of deletion in writing within three (3) calendar days
          following termination of employment with the Company for any reason. You also
          agree to return all Company property in your possession at the time of the
          termination of the employment with the Company, including but not limited to all
          documents, records, tapes, and other media of every kind and description
          relating to the Company’s Business and its Customers, Customer Prospects,
          and/or Vendors, and any copies, in whole or in part, whether or not prepared by
          you, all of which shall remain the sole and exclusive property of the Company. 




Page 5 of 8 









         f.       
          Non-Competition. You covenant and agree that, during the term of your
          employment with the Company and for twelve (12) months after the termination
          thereof, regardless of the reason for the employment termination, you will not,
          directly or indirectly, anywhere in the Territory, on behalf of any Competitive
          Business perform the same or substantially the same Job Duties. 



         g.       
          Non-Solicitation of Customers, Customer Prospects, and Vendors. You
          covenant and agree that, during the term of your employment with the Company and
          for twelve (12) months after the termination thereof, regardless of the reason
          for the employment termination, you will not, directly or indirectly, solicit or
          attempt to solicit any business from any of the Company’s Customers,
          Customer Prospects, or Vendors with whom you had Material Contact during the
          last two (2) years of your employment with the Company. 



         e.       
          Non-Solicitation of Employees. You covenant and agree that, during the
          term of your employment with the Company and for twelve (12) months after the
          termination thereof, regardless of the reason for the employment termination,
          you will not, directly or indirectly, on your own behalf or on behalf of or in
          conjunction with any person or legal entity, recruit, solicit, or induce, or
          attempt to recruit, solicit, or induce, any non-clerical employee of the Company
          with whom you had personal contact or supervised while performing your Job
          Duties, to terminate their employment relationship with the Company. 



     10.    
          At-Will Status. You acknowledge and agree that nothing in this Agreement
          is a guarantee or assurance of employment for any specific period of time.
          Rather, you understand that you are an at-will employee and that the Company may
          terminate your employment at any time for any reason. You are similarly free to
          resign at any time for any reason. 



     11.    
          Severance Benefits. If the Company terminates your employment without
          Cause, you shall also receive Severance Benefits for no less than 6
          months (in an amount equal to your then base salary over such time period
          less applicable withholdings) in exchange for your execution and delivery to the
          Company of the General Release attached as Exhibit A hereto. You shall not be
          entitled to Severance Benefits if the Company terminates your employment with
          Cause or if you resign from the Company for any reason. 



     12.    
          Termination of Benefits. You acknowledge that the restrictive covenants
          contained in Section 9 are integral to this Agreement and that, if you
          engage in any activities prohibited by Section 9, the vesting of any
          option shares of the Company’s Common Stock shall be voided at the time of
          your breach of this Agreement, even if the Arbitrator(s) does not enforce the
          restrictive covenants above due to overbreadth. Further, if you engage in any
          activities prohibited by Section 9 and are receiving Severance Benefits, the
          Company shall be entitled to cease such payments at the time of your breach of
          this Agreement. 




Page 6 of 8 









13    Governing
Law and Remedies. In addition to any other remedies at law or in equity it may have,
each party shall be entitled to seek equitable relief, including injunctive relief and
specific performance, in connection with a breach of the provisions of this Agreement.
The parties acknowledge and agree that they are bound by their arbitration obligations
under Exhibit Battached hereto, which the parties also hereby agree to execute
contemporaneously and is an integral part of this Agreement. The parties agree and
acknowledge that all provisions of this Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware exclusively and without reference
to principles of conflict of laws. The Federal Arbitration Act (“FAA”) will
supersede state laws to the extent inconsistent. The Arbitrator(s) shall have no
authority to apply the law of any other jurisdiction.  



        /AR/        
Your initials to acknowledge agreement to Governing Law and Remedies provision in
Section 13. 



     14.    
          Construction of Agreement. The covenants contained herein shall be
          presumed to be enforceable, and any reading causing unenforceability shall yield
          to a construction permitting enforcement. If any single covenant or clause shall
          be found unenforceable, it shall be severed and the remaining covenants and
          clauses enforced in accordance with the tenor of the Agreement. In the event the
          Arbitrator(s) should determine not to enforce a covenant as written due to
          overbreadth, the parties specifically agree that said covenant shall be modified
          and enforced to the extent reasonable, whether said modifications are in time,
          territory, or scope of prohibited activities. 



     15.    
          Entire Agreement. This Agreement, which includes Exhibits A and B,
          represents the entire understanding between the Company and you on the matters
          addressed herein and may not be modified, changed or altered by any promise or
          statement by the Company, other than in writing signed by you and an authorized
          representative of the Company. The waiver by the Company a breach of any
          provision of this Agreement by any employee shall not be construed as a waiver
          of rights with respect to any subsequent breach by you. 










Page 7 of 8 









You acknowledge that you have
carefully read and understand the provisions of this Agreement, and understand that you
have the right to seek independent advice at your expense or to propose modifications
prior to signing the Agreement and have negotiated proposed modifications to the extent
you deemed necessary. Nothing contained in this Agreement creates a contractual right to a
continued employment for a definite term. You represent and warrant that you have entered
into this Agreement voluntarily and after consulting with whomsoever you wished. 



Executed this 2nd day of March,
2007. 
                       (day)          (month)  



		
	/s/ Alan Roberts	By: /s/ Philip S. Pesin
	ALAN ROBERTS	AURIGA LABORATORIES, INC.
	
 	Title: Chief Executive Officer














Page 8 of 8 









EXHIBIT B —ARBITRATION
CLAUSE  



         (1)       
          In consideration of the benefits described in the Employment Agreement executed
          by ALAN ROBERTS (the “Employee” or “you”) and AURIGA
          LABORATORIES, INC., a Delaware corporation, along with its subsidiaries,
          parents, joint ventures, affiliated entities, and includes its successors and
          assigns or any such related entities (collectively the “Company”) on
          the same date hereto and into which this Exhibit B is incorporated,
          (“Agreement”), the Company and you hereby agree that any controversy
          or claim arising under federal, state and local statutory or common or contract
          law between the Company and you involving the construction or application of any
          of the terms, provisions, or conditions of the Agreement, including, but not
          limited to, breach of contract, tort, and/or fraud, must be submitted to
          arbitration on the written request of either party served on the other.
          Arbitration shall be the exclusive forum for any such controversy. For example,
          if the Company and you have a dispute concerning the interpretation or
          enforceability of one or more restrictive covenants, the parties will resolve
          the dispute exclusively through arbitration. The Arbitrator’s decision
          shall be final and binding on both parties. 



         (2)       
          If any claim or cause of action at law or in equity is filed by either party in
          any state or federal court which results in arbitration being compelled and/or
          the claim or cause of action being dismissed, stayed, and/or removed to
          arbitration pursuant to this Agreement, the party who instituted the claim or
          cause of action in state or federal court, either wholly or in substantial part,
          shall, at the discretion of the Arbitrator(s), reimburse the respondent for its
          reasonable attorneys’ fees, costs, and necessary disbursements to the
          extent permitted by law, in addition to any other relief to which it may be
          entitled, related to the state or federal court claim or action. 



         (3)       
          Excluding the initial filing fee, which shall be borne by the claimant, the cost
          of arbitration shall be borne by the Company, unless the Arbitrator determines
          that any claim(s) brought by you was/were wholly frivolous or fraudulent. If an
          arbitration or any action at law or in equity is necessary to enforce or
          interpret the terms of this Agreement, the prevailing party, either wholly or in
          substantial part, shall, at the discretion of the Arbitrator, be entitled to its
          reasonable attorneys’ fees, costs, and necessary disbursements to the
          extent permitted by law, in addition to any other relief to which it may be
          entitled. 



         (4)       
          The arbitration will be conducted in Atlanta, Georgia and all claims shall be
          submitted to and administered by the American Arbitration Association’s
          Southeast Case Management Center in Atlanta, Georgia. 



         (5)       
          The arbitration shall comply with and be governed by the American Arbitration
          Association’s Commercial Arbitration Rules (“Rules”) effective as
          of the execution date below, to the extent such Rules are not contrary to the
          express provisions of this Agreement. The parties also agree that the American
          Arbitration Association Optional Rules for Emergency Measures of Protection
          (“Emergency Rules”) shall apply to proceedings brought by either
          party. The above Rules and Emergency Rules can be found at the following page of
          the American Arbitration Association’s website, www.adr.org:
          http://www.adr.org/sp.asp?id=22440. You acknowledge that you should
          read these Rules and Emergency Rules and that it is your responsibility to be
          familiar with them prior to signing the Agreement. If you are unable to access
          the Rules and/or Emergency Rules at the above website, you should request a copy
          of them from a Company official prior to signing the Agreement. 



Page i of ii 










         (6)       
          The parties agree and acknowledge that all provisions of this Agreement shall be
          governed by and construed in accordance with the laws of the State of
          Delaware exclusively and without reference to principles of conflict of
          laws. The Federal Arbitration Act (“FAA”) will supersede state laws to
          the extent inconsistent. Any claim(s) involving the construction or application
          of this Agreement must be submitted to arbitration within the statute of
          limitations period for such claim(s) under Delaware state law and shall be
          dismissed if the statute of limitations period is not met. The Arbitrator(s)
          shall have no authority to apply the law of any other jurisdiction. 



         (7)       
          The dispute shall be heard and determined by one Arbitrator, unless both parties
          mutually consent in writing signed by you and an authorized representative of
          Company to a panel of three (3) Arbitrators. Unless both parties mutually
          consent otherwise, the parties agree and request that the Arbitrator(s) issue a
          reasoned award in accordance with Commercial Arbitration Rule R-42(b). 



        WE
UNDERSTAND THAT BY SIGNING THIS AGREEMENT WE ARE GIVING UP OUR RESPECTIVE RIGHTS TO A JURY
TRIAL. 



Executed this 2nd day of March,
2007. 
                       (day)          (month)  



		
	/s/ Alan Roberts	By: /s/ Philip S. Pesin
	ALAN ROBERTS	AURIGA LABORATORIES, INC.
	
 	Title: Chief Executive Officer










Page ii of ii 











EXHIBIT A 



GENERAL RELEASE AND
SEVERANCE AGREEMENT 



        AURIGA
LABORATORIES, INC., a Delaware corporation, (the “Company”), and ALAN ROBERTS
(the “Employee”), of_____________________________, hereby enter into this
General Agreement and Severance Agreement (“Agreement”) and agree as follows: 



     1.    
          Separation Date. The parties agree that Employee’s last day of
          employment with the Company is___________________________ (the “Separation
          Date”). 



     2.    
          Effective Date. Employee may accept this Agreement only by signing,
          initialing each page, and dating this Agreement in the spaces provided and
          delivering the Agreement to Auriga Laboratories, Inc.,
          Attention: ______________________________________________________
          _____________________________________________________, so that the Company
          receives it no later than the Company’s normal close of business on the
          later of (a) the twenty-sixth (26th) day following the
          Separation Date, or (b) if the twenty-sixth (26th) day following
          the Separation Date is a Saturday, Sunday, or legal holiday, the next day that
          is not a Saturday, Sunday, or legal holiday. The “Effective Date” of
          this Agreement shall be ten (10) days after the date on which Employee signs and
          timely delivers the Agreement pursuant to this Section, so long as Employee has
          not revoked the Agreement pursuant to Section 3, below. 



     3.    
          Revocation. Employee has seven (7) days after executing and delivering
          this Agreement in which to revoke this Agreement. If Employee chooses to revoke,
          Employee must give notice of Employee’s decision in writing, delivered to
          Auriga Laboratories, Inc.,
          Attention: ____________________________________________________________________
          by facsimile (______________________) and registered mail, with the Company
          receiving the notice within seven (7) days of the date of Employee’s
          execution. If Employee revokes, Employee understands Employee will not receive
          any of the benefits described herein. 



     4.    
          Separation Benefits. Although Employee is not otherwise entitled to
          benefits under this Section 4 and provided that Employee satisfies
          the conditions of this Agreement and does not revoke this Agreement, the Company
          will do the following: 



        (a)              Pay
to Employee the gross amount of $______________________, which equals six           (6)
months of severance pay at a rate of $_________________per week           (“Separation
Benefits”). This amount, less legal deductions, will be           paid in accordance
with Employee’s current pay schedule for a period           from ___________________
to ___________________ (the “Severance Pay           Period”), provided that
the first payment shall not be made until after the           expiration of the
revocation period, and which first payment will include any           missed payments
between the first payment due date and the expiration of the           revocation period.  




        (b)              Employee
will cease to be eligible to participate under any bonus, incentive
          compensation, commission, medical, vision, dental, life insurance, retirement,
          and other compensation or benefit plans of the Company or any affiliate on the
          Separation Date. Thereafter, Employee will have no rights under any of those
          plans, except as follows:  













            i)              If
Employee was enrolled in the Company’s medical, vision, and/or dental
          plans on the Separation Date, Employee may elect to continue Employee’s
          participation and that of Employee’s qualified dependents in those plans
in           accordance with the federal law known as “COBRA.” If Employee does
so           by signing and returning the COBRA election form in a timely manner, then,
          through the end of the Severance Pay Period, or, if earlier, until the date
          Employee begins new employment (including without limitation self-employment or
          engaging in an enterprise as a sole proprietor or partner), if Employee is
          eligible to participate in group medical and dental plans in connection with
          such new employment, the Company will contribute to the premium cost of
          Employee’s coverage and that of Employee’s qualified dependents under
          its medical, vision, and dental plans at the same rate that it contributes to
          the premium cost of coverage of active employees and their qualified
dependents.           To be eligible for these premium contributions, however, Employee
must pay the           remainder of the premium costs by deductions from Employee’s
severance           payments.After the Severance Pay Period when the Company’s
          contributions end, Employee may continue coverage for the remainder of the
COBRA           period, if any, by paying the full premium cost plus an administrative
fee.  




            ii)              Employee
will retain vested benefits under all qualified retirement plans of the
          Company, and all rights associated with such benefits, as determined under the
          official terms of those plans.  




        (c)              Employee
is responsible for paying any taxes on amounts Employee receives in           connection
with this Agreement. Employee agrees to indemnify and hold harmless           the Company
for all expenses, penalties, or interest charges the Company incurs           as a result
of not paying taxes on, or withholding taxes from, amounts paid           under this
Agreement. Employee further agrees not to make any claim against the           Company or
any other person based on how the Company reports amounts paid under           this
Agreement to tax authorities, or if an adverse determination is made as to           the
tax treatment of any amounts payable under this Agreement. In addition,
          Employee understands and agrees that the Company has no duty to try to prevent
          such an adverse determination.  




     5.    
          Complete Agreement 



        (a)    Claims
Released by Employee: In consideration of the Separation Benefits           set forth
in Section 4, the Employee irrevocably and unconditionally           releases
all the Claims defined herein that Employee may now have against the           Released
Parties defined in Section 5.(b), except that Employee is           not
releasing any Claim that relates to: (1) Employee’s right to           enforce
this Agreement, or (2) any rights or claims that arise after           Employee
signs this Agreement. Subject only to the exceptions just noted,           Employee is
releasing all known and unknown claims, promises, causes of action,           or similar
rights of any type that Employee may have with respect to any           Released Parties (“Claims”).
Employee understands that the Claims           Employee is releasing might arise under
many different laws (including statutes,           regulations, other administrative
guidance, and common law doctrines), such as           the following:  













	 	
Anti-discrimination
statutes, such as, but not limited to, the Age Discrimination in Employment Act
(“ADEA”) and Executive Order 11,141, which prohibit age discrimination in
employment; Title VII of the Civil Rights Act of 1964, which prohibits discrimination and
harassment based on race, color, national origin, religion, gender, pregnancy, and
prohibits retaliation; the Equal Pay Act, which prohibits paying men and women unequal pay
for equal work; the Americans With Disabilities Act and Sections 503 and 504 of the
Rehabilitation Act of 1973, which prohibit discrimination based on disability;
Section 1981 of the Civil Rights Act of 1866, which prohibits discrimination on the
basis of race, color or national origin and any other federal, state, or local laws
prohibiting employment discrimination. 






	 	
Federal
employment statutes, such as, but not limited to, the WARN Act, which requires that
advance notice be given of certain work force reductions; the Employee Retirement Income
Security Act of 1974, which, among other things, protects employee benefits; the Fair
Labor Standards Act of 1938, which regulates wage and hour matters; the Family and Medical
Leave Act of 1993 (“FMLA”), which requires employers to provide leaves of
absence under certain circumstances; and any other federal laws relating to employment,
such as veterans’ reemployment rights laws. 






	 	
Actions
relating to the Company’s business and/or your purchase and ownership of Company 
equity, such as, but not limited to, actions and claims brought under any federal, state,
or local law, including without limitation: (i) any of the Company representations,
warranties, obligations, duties or covenants arising under any agreement pursuant to which
you were granted a right to acquire or actually acquired the Company’s securities or
under any rights you may have as a stockholder of the Company; (ii) the operating or
financial performance of the Company, including but not limited to, the terms, conditions
and circumstances of any capital-raising transaction or the failure to raise capital, or
any acquisition or the failure to consummate an acquisition; (iii) the existence or
execution of, or failure to execute, any element of the Company business plans, financing
plans, or strategies, or any amendment, revision, modification or termination of such
plans or strategies; and (iv) any claim of breach of fiduciary duty, breach of duty of
care, breach of contract, negligence, mismanagement, malfeasance, negligent
misrepresentation, fraud, fraud in the inducement and/or other tortious conduct. 






	 	
Other
laws and rights of action, such as, but not limited to, any federal, state, or local
laws providing workers’ compensation benefits, restricting an employer’s right
to terminate employees, or otherwise regulating employment; any federal, state, or local
law enforcing express or implied employment contracts or requiring an employer to deal
with employees fairly or in good faith; any other federal, state, or local laws providing
recourse for alleged wrongful discharge, improper garnishment, assignment, or deduction
from wages, health and/or safety violations, improper drug and/or alcohol testing, tort,
physical or personal injury, emotional distress, fraud, negligence, negligent
misrepresentation, defamation, abusive litigation, and similar or related claims. 
















	 	
Examples
of released Claims include, but are not limited to, the following (except to the
extent explicitly preserved by Section 5.(a) of this Agreement):
(i) Claims that in any way relate to Employee’s employment with the Company, or
the termination of that employment, such as Claims for compensation, bonuses, commissions,
lost wages, or unused accrued vacation or sick pay, including, but not limited to, claims
arising under any express or implied employment contract; (ii) Claims that in any way
relate to allegations of alleged racial or sexual harassment, race or gender or age
discrimination, or retaliation; (iii) Claims that in any way relate to any state law
tort causes of action, and (iv) any Claims to attorneys’ fees or other
indemnities with respect to Claims Employee is releasing. 






        (b)    Released
Parties: The “Released Parties” are the Company, all           current,
future and former parents, subsidiaries, related companies,           partnerships, or
joint ventures, and, with respect to each of them, their           predecessors and
successors; and, with respect to each such entity, all of its           past, present,
and future employees, officers, directors, stockholders, owners,
          representatives, assigns, attorneys, agents, and any other persons acting by,
          through, under or in concert with any of the persons or entities listed in this
          Section, and their successors.  




        (c)    Pursuit
of Released Claims: Employee represents and warrants that he has           not filed
or caused to be filed any lawsuit, complaint, or charge with respect           to any
claim this Agreement purports to waive, and Employee promises never to           file or
prosecute any lawsuit, complaint, or charge based on such claims. Should           any
governmental entity pursue a claim on Employee’s behalf, Employee shall
          request that the government cease immediately. Employee will not accept any
          monetary or other relief that any governmental entity or party may seek or
          obtain on Employee’s behalf from the Released Parties.  




        (d)    Ownership
of Claims: Employee represents and warrants that he has not           assigned or
transferred any Claim he is purporting to release, nor has Employee           attempted
to do so. Employee expressly represents and warrants that Employee has           the full
legal authority to enter into this Agreement for Employee and           Employee’s
estate, and does not require the approval of anyone else.  




        (e)    FMLA
Rights Honored: Employee agrees he has received all FMLA leave and           other
benefits to which Employee believes Employee is entitled, that he has no
          pending request for FMLA leave with the Company, nor has the Company mistreated
          Employee in any way on account of any illness or injury to Employee or any
          immediate family member.  




        (f)    Unknown
Claims: Employee understands that Employee is releasing the           Released
Parties from Claims that Employee may not know about. That is           Employee’s
knowing and voluntary intent, even though           Employee
recognizes that someday Employee might learn that some or all of the           facts
Employee currently believes to be true are untrue and even though Employee
          might then regret having signed this Agreement. Nevertheless, Employee is
          assuming that risk and agrees that this Agreement shall remain effective in all
          respects in any such case. Employee expressly waives all rights Employee might
          have under any law that is intended to protect Employee from waiving unknown
          claims. Employee understands the significance of doing so.  













     6.    
          False Claims Representations, Cooperation, and Promises: With this
          Agreement, Employee acknowledges that Employee has disclosed to the Company any
          information Employee has concerning any conduct involving the Company that
          Employee has any reason to believe may be unlawful. Employee promises to
          cooperate fully with Company in any investigation the Company undertakes into
          matters which occurred during Employee’s employment with Company. If
          requested by Company, Employee will promptly and fully respond to all inquiries
          from Company and its representatives relating to any claims or lawsuits which
          relate to matters which occurred during Employee’s employment with Company.
          Employee will not voluntarily participate in any proceeding, agency
          investigation, litigation or arbitration against the Company. If Employee is
          contacted to participate in any way in any claim or in any litigation at any
          time, Employee agrees to provide the Company’s General Counsel with prompt
          written notice, and in no event shall such notice be delivered to the Company
          later than one (1) day after receipt by Employee, thus providing the Company
          with the opportunity to object to and/or be present at or participate in the
          proceeding. This Section does not prohibit Employee’s participation as
          a witness if Employee is compelled to appear through an enforceable subpoena or
          an enforceable court order, but does require that Employee provide Company with
          notice and the opportunity to object and/or participate. Before Employee
          discloses any Company information or engages in any other activity that could
          possibly violate the promises Employee has made herein, Employee promises that
          Employee will discuss Employee’s proposed actions with the Company’s
          General Counsel, who will advise Employee whether the proposed actions would
          violate these promises. 



     7.    
          No Admission. Employee agrees not to assert that this Agreement
          constitutes an admission by the Released Parties of any guilt, wrongdoing,
          and/or liability, and Employee understands and agrees that the Released Parties
          expressly deny any guilt, wrongdoing, and/or liability. 



     8.    
          No Disparagement. Employee will not make any disparaging or defamatory
          statements, whether written or verbal, regarding the Company and any of its
          employees, compelled truthful testimony under oath being expressly excepted. 



     9.    
          No Waiver. Employee acknowledges and agrees that this Agreement shall
          not act as or constitute a waiver, release or compromise of any action, claim or
          cause of action which the Company may have against the Employee, whether now
          existing or hereafter arising, under this Agreement or otherwise. 



     10.    
          Governing Law and Remedies. In addition to any other remedies at law or
          in equity it may have, each party shall be entitled to seek equitable relief,
          including injunctive relief and specific performance, in connection with a
          breach of the provisions of this Agreement. The parties acknowledge and agree
          that they are bound by their arbitration obligations under Exhibit B
          attached hereto, which is an integral part of this Agreement. The parties agree
          and acknowledge that all provisions of this Agreement shall be governed by and
          construed in accordance with the laws of the State of Delaware
          exclusively and without reference to principles of conflict of laws. The
          Federal Arbitration Act (“FAA”) will supersede state laws to the
          extent inconsistent. The Arbitrator(s) shall have no authority to apply the law
          of any other jurisdiction. 












______           Your initials to
acknowledge agreement to Governing Law and Remedies provision in Section 10. 



     11.    
          Confidential Agreement. Employee agrees that the terms of this Agreement
          are confidential. Unless required or otherwise permitted by law to do so,
          Employee will not disclose to others any information concerning the terms of the
          Agreement, the benefits paid under it or the fact of its payment, except that
          Employee may disclose this information to Employee’s immediate family
          members, Employee’s attorney, accountant or other professional advisor to
          whom the disclosure is necessary for them to provide professional services to
          Employee. 



12. Notice. 



        (a)       To
the Company. Employee will send all communications to the Company in
          writing, addressed as follows (or in any other manner the Company notifies
          Employee to use):  




	 	
If
Mailed: ______________________________________________________ 






	 	
If
Faxed: ______________________________________________________ 






        (b)       To
Employee. All communications from the Company to the Employee relating           to
this Agreement must be sent to the Employee in writing at his home address,
          which he is obligated and agrees to keep current with the Company.  




13.    General 



        (a)              This
Agreement contains the entire agreement of the Company with Employee with
          respect to the matters contained herein. The parties further agree that no
          amendment or modification of this Agreement shall be valid or binding upon any
          of them unless made in writing and signed by all parties hereto.  




        (b)              This
Agreement shall be binding upon and inure to the benefits of the parties           hereto
and their respective heirs, administrators, representatives, executors,
          successors, transferees, attorneys, and assigns forever. This Agreement shall
          not be assignable by Employee but shall be freely assignable by the Company.  




        (c)              The
covenants contained herein shall be presumed to be enforceable, and any           reading
causing unenforceability shall yield to a construction permitting           enforcement.
If any single covenant or clause shall be found unenforceable, it           shall be
severed and the remaining covenants and clauses enforced in accordance           with the
tenor of the Agreement.  













        (d)              This
Agreement shall be construed as a whole according to its fair meaning. It           shall
not be construed strictly for or against Employee or any Released Party.           Unless
the context indicates otherwise, the term “or” shall be deemed           to
include the term “and” and the singular or plural number shall be
          deemed to include the other. Captions are intended solely for convenience of
          reference and shall not be used in the interpretation of this Agreement.  




        (e)              This
Agreement may be executed in any number of counterparts, each of which           shall
constitute an original and all of which, when taken together, shall           constitute
one agreement.  




     14.    
          Consideration of Agreement/ADEA Agreement Requirements Have Been
          Satisfied: Employee understands that this Agreement has to meet certain
          requirements to validly release any Age Discrimination in Employment Act
          (“ADEA”) claims Employee might have had, and Employee represents and
          warrants that all such requirements are satisfied. Employee acknowledges that,
          before signing this Agreement, Employee was given twenty-one (21) days to
          consider this Agreement. Employee further acknowledges that: (a) Employee took
          advantage of this period to consider this Agreement before signing it; (b)
          Employee carefully read this Agreement; (c) Employee fully understands it; (d)
          Employee’s entering into this Agreement has been knowing and voluntary
          (i.e., free from fraud, duress, coercion, or mistake of fact); (e) this
          Agreement is in writing and is understandable; (f) in this Agreement, Employee
          waives current ADEA claims; (g) Employee has not waived future ADEA claims; (h)
          Employee is receiving valuable consideration in exchange for execution of this
          Agreement that Employee would not otherwise be entitled to receive; and (i) the
          Company encouraged Employee in writing to discuss this Agreement with
          Employee’s attorney (at Employee’s own expense) before signing it, and
          that Employee did so to the extent Employee deemed appropriate. Employee further
          acknowledges that Employee has seven (7) days after executing and delivering
          this Agreement in which to revoke this Agreement by written notice as set forth
          in Section 3. 



     15.    
          General Consequences. Should Employee violate any provision of this
          Agreement, including and especially Employee’s restrictive covenant
          obligations set forth in his Employment Agreement the Employee executed on March
          2, 2007, Employee shall not be entitled to any Separation Benefits, and the
          Company shall be entitled to cease such payments. In addition to any other
          remedies or relief that may be available, Employee also agrees to pay the
          reasonable attorneys’ fees and any damages the Company may incur as a
          result of Employee breaching a promise made in this Agreement (such as by
          Employee’s suing a Released Party over a released Claim) or if any
          representation made in this Agreement was false when made. Employee further
          agrees that the Company will be irreparably harmed by any actual or threatened
          violation of Section 11, that involves disclosure of the existence,
          terms, or amount payable under this Agreement, and that the Company will be
          entitled to an injunction prohibiting Employee from committing any such
          violation. 



















TAKE THIS RELEASE HOME, READ IT, AND
CAREFULLY CONSIDER ALL OF ITS PROVISIONS BEFORE SIGNING IT: IT INCLUDES A RELEASE OF
KNOWN AND UNKNOWN CLAIMS. IF EMPLOYEE WISHES, EMPLOYEE SHOULD TAKE ADVANTAGE OF THE FULL
CONSIDERATION PERIOD AFFORDED BY SECTION 14, AND EMPLOYEE SHOULD CONSULT EMPLOYEE’S
ATTORNEY.  







		
		AURIGA LABORATORIES, INC.
	

 	By: ___________________________  Date: __________________
	

 	EMPLOYEE:
	

 	________________________________  Date: __________________
		ALAN ROBERTS
		Social Security No: ________________