**Exhibit 10.21**

**EMPLOYMENT AGREEMENT**

This EmploymentAgreement (the “Agreement”) is made and entered into effective as of the 1st day of April, 2008, by and between GEOPHARMA, INC., a Floridacorporation (the “Company”), and CAROL DORE-FACLONE, an individual (“Executive”). 

WITNESSETH: 

WHEREAS, the Company is pharmaceutical company specializing in the manufacturing and distribution of over-the-counter, nutritional, generic drug andfunctional food products (such activities, together with all other activities of the Company and its subsidiaries, as conducted at or prior to the termination of this Agreement, and any future activities reasonably related thereto which arecontemplated by the Company and/or its subsidiaries at the termination of this Agreement identified in writing by the Company to Executive at the date of such termination, are hereinafter referred to as the “Business Activities”);

WHEREAS, the Company desires to employ Executive upon the terms and subject to the terms and conditions set forth in this Agreement; and,

WHEREAS, Executive desires to be employed by the Company upon the terms and subject to the conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the premises, the mutual promises, covenants and conditions herein contained and for other good andvaluable considerations, the receipt and sufficiency of which are hereby acknowledged, the parties hereto intending to be legally bound hereby agree as follows: 

**Section 1. Employment****.** The Company hereby employs Executive, and Executive hereby accepts employment with the Company, all upon the terms and subject to the conditions set forth in thisAgreement. 

**Section 2. Capacity and Duties.** Executive is and shall be employed in the capacity of Executive VicePresident and Chief Financial Officer of the Company and shall have such duties, responsibilities and authorities as are assigned to her by the chief executive officer and Board of Directors of the Company (the “Board”). Subject to thecontrol and general directions of, and the general policies and guidelines established, by the chief executive officer and Board and except as otherwise herein provided, Executive shall devote such of his business time, best efforts and attention asnecessary to promote and advance the business of the Company and its subsidiaries and to perform diligently and faithfully all the duties, responsibilities and obligations of Executive to be performed by her under this Agreement. Executive’sduties shall include ongoing management and oversight of the general business operations of the Company and its subsidiaries. During the Employment Period (as hereinafter defined), Executive may engage in other business activities; provided,however, that such activities do not unreasonably interfere with Executive’s performance of his obligations hereunder or violate Section 15 or Section 18 hereof; and provided,further, that any such activity is fullydisclosed to the Company. 

**Section 3. Term of Employment**. Theinitial term of employment of Executive by the Company pursuant to this Agreement shall be for the period (the “Initial Term”) commencing on April 1st, 2008 (the “Commencement Date”) and ending on March 31st, 2011, or such earlier date thatExecutive’s employment is terminated in accordance with the provisions of this Agreement. The Initial Term automatically shall be extended for successive additional one year periods (each, an “Extended Term”) unless written notice isgiven by either party to the other party no later than 120 days prior to the expiration of the Initial Term or any Extended Term. (The Initial Term, together with each and any Extended Term, is sometimes hereinafter called the “EmploymentPeriod”). 

**Section 4. Place of Employment.** Executive’s principal place of work shall be located at theprincipal offices of the Company in Largo, Florida. 

 

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**Section 5. Compensation**. During the Employment Period, subject to all the terms andconditions of this Agreement and as compensation for all services to be rendered by Executive under this Agreement, the Company shall pay to or provide Executive with the following: 

**5.01 Base Salary.** The Company shall compensate Executive during the life of this agreement for his services hereunder noless than a base annual salary of TWO HUNDRED THOUSAND and 00/100 Dollars ($200,000.00), payable at such intervals (at least biweekly), net of applicable federal state and local taxes of any kind required by law to be withheld with respect to suchpayment, as salaries are paid generally to other executive officers of the Company. For fiscal years beginning 2009 and thereafter, the Board shall examine and modify Executive’s base salary with reference to prevailing competitive standardsfor comparable positions in organizations similar to the Company, as determined by an independent consultant approved by the Board and Executive. 

**5.02 Annual Bonus.** The Company shall pay to Executive an annual bonus as specified in a plan adopted each year by the Board but, in any case, Executive’s incentive at target performance levelsspecified in **SCHEDULE 5.02**attached hereto shall be no less than 100% of base pay. 

**5.03 OtherBenefits.**The Company shall provide Executive with the other benefits specified in **SCHEDULE 5.03**attached hereto, which benefits shall not be deemed to be lieu of any other benefits or compensation to which Executive isentitled hereunder or otherwise. 

**5.04 Stock Options and Restricted Stock.** At the end of the first year of theInitial Term, the Company shall issue to Executive stock options and restricted stock at fair market value and comparable in amounts to those issued to a Executive Vice President and Chief Financial Officer of a comparable publicly-tradedcorporation. 

**Section 6. Adherence to Standards.** Executive shall comply with the written policies, standards, rules andregulations of the Company from time to time established for all executive officers of the Company. 

**Section 7. Review ofPerformance.** The Board shall periodically review and evaluate the performance of Executive under this Agreement with Executive. 

**Section 8. Expenses**. The Company shall reimburse Executive for all reasonable, ordinary and necessary expenses (including, but not limited to, automobile and other business travel and customer entertainment expenses)incurred by her in connection with his employment hereunder in accordance with Company policy; provided, however, Executive shall render to the Company a complete and accurate accounting of all such expenses in accordance with the substantiationrequirements of Section 274 of the Internal Revenue Code of 1986, as amended (the “Code”), as a condition precedent to such reimbursement. 

**Section 9. Termination with Cause by the Company.** This Agreement may be terminated with Cause (as hereinafter defined) by the Company provided that the Company shall (i) give Executive theNotice of Termination (as hereinafter defined), and (ii) pay Executive his annual base salary through the Termination Date (as hereinafter defined) at the rate in effect at the time the Notice of Termination is given, plus any bonus orincentive compensation which has been earned or has become payable pursuant to the terms of any compensation or benefit plan as of the Termination Date. Notwithstanding the foregoing, if Executive is terminated with Cause pursuant toSection 11.02(ii) and, subsequently, charges are dropped, Executive is found not guilty or otherwise cleared of wrongdoing, before or after trial or following appeal, then in such event, the Company shall promptly thereupon pay Executive (or tohis estate in the event of Executive’s death) two year’s severance equal to the amount of the compensation and other benefits described in Section 5 of this Agreement to which Executive was entitled as of the Termination Date, withsuch payments being made in equal installments over the 24 months following the Termination Date, and such other amount as may be necessary to make Executive whole for any incremental taxes due as a result of such severance payments. In addition,all stock options issued to Executive shall immediately be vested as of the Termination Date. 

 

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**Section 10. Termination without Causeby the Company or for Good Reason by Executive; Non-Renewal.** This Agreement may be terminated by (i) the Company by reason of the death or Disability (as hereinafter defined) of Executive or for no reason at all, or (ii) Executivefor Good Reason (as hereinafter defined); provided that if this Agreement is terminated or not renewed pursuant to either of subsections (i) or (ii) of this Section 10 prior to January 3rd, 2012, or if the Company fails to renew this Agreement (as permitted by Section 3) through January 3rd, 2012, the Company shall pay to Executive (or to his estate in the event of termination due to Executive’s death) two year’s severance equal to the amount of the compensation and other benefits described inSection 5 of this Agreement to which Executive was entitled as of the Termination Date, with such payments being made in equal installments over the 24 months following the Termination Date, and such other amount as may be necessary to makeExecutive whole for any incremental taxes due because such payments are deemed to be an excess parachute payment, as such term is defined in Section 280G(b)(2) of the Internal Revenue Code of 1986, as amended (whether such payments are paid incash or stock, pursuant to Executive’s election described below). The remaining balance of any payments or other sums due Executive hereunder (or under Section 9) shall be immediately due and payable in a lump sum upon a Sale of theCompany (as hereinafter defined). A Sale shall mean a sale of all or substantially all of the assets of the Company, a change of more than fifty percent of the voting power of the Company, a merger or consolidation of the Company with or intoanother entity, or if persons who at the Termination Date constituted the Board of Directors cease for any reason to constitute at least a majority of the Board of Directors. In addition, all stock options and restricted stock issued to Executiveshall immediately be vested as of the Termination Date. If the Executive should fail to renew this Agreement at any time other than for Good Reason or if the Company should fail to renew the Agreement after January 3rd, 2012, the Company shall not be required to pay any compensation to Executive other than his annual base salary through the last day of the then current termof the Employment Period, plus any bonus or incentive compensation which has been earned or has become payable pursuant to the terms of any compensation or benefit plan as of such date but which has not yet been paid. 

Executive’s right to terminate his employment for Good Reason shall not be affected by his incapacity due to physical or mental illness. In theevent of termination by reason of Executive’s death or Disability, medical, hospitalization or disability benefits coverage comparable to those provided by the Company during Executive’s lifetime shall be provided to his spouse anddependents for the remaining term of this Agreement and thereafter will provide Executive’s spouse and dependents with the option of purchasing such benefits coverage through the Company. The benefits provided under this Section 10 shallnot be less favorable to Executive and his spouse and dependents in terms of amounts, deductibles and costs, if any, than such benefits provided by the Company to Executive, his spouse and dependents as of the Termination Date. This Section 10shall not be interpreted so as to limit any benefits to which Executive, as a terminated employee of the Company, or his family may be entitled under the Company’s life insurance, medical, hospitalization or disability plans following hisTermination Date or under applicable law. 

At Executive’s election, in his sole discretion, any sums payable to Executive pursuant tothis Section 10 may be paid to Executive either in cash or shares of common stock of the Company. Any portion of such sums that are paid in cash shall be paid to Executive at such intervals (at least biweekly), net of applicable federal stateand local taxes of any kind required by law to be withheld with respect to such payment, at the same time as salaries are paid generally to other executive officers of the Company, unless there is a Sale as provided above in which event, all sumsdue Executive shall immediately be due and payable. All sums payable hereunder shall constitute severance payments (and not salary continuation payments, whether in cash or stock, at Executive’s election) and shall not be subject to offset forany reason or repayment in the event Executive becomes employed elsewhere. Upon the breach by Executive of Section 18 of this Agreement, the Company shall be entitled to cease making the remainder of any such cash payments then owed toExecutive. 

If Executive elects to receive any portion of any sums payable to Executive pursuant to this Section 10 in common stock,the number of shares due to Executive shall be determined by dividing such sum by the average closing price per share of the common stock during the ten trading days immediately preceding the termination or expiration, as applicable, of thisAgreement. One-third of such shares shall be paid within thirty days of termination or non-renewal, as applicable, and two-thirds of such shares shall be paid on the last day of the non-competition period contemplated by Section 18 of thisAgreement; provided, however, that if the non-competition period extends for more than one year after such termination or expiration, as applicable, one-third of such shares shall be paid within thirty days of termination or non-renewal, asapplicable, one-third of the shares shall be paid on the first anniversary of such termination or expiration, 

 

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as applicable, and the remaining shares shall be paid on the last day of the non-competition period contemplated by Section 18 of this Agreement;provided, further, that should Executive breach Section 18 of this Agreement, any shares that have not yet been paid shall be canceled and returned to the Company. For each tranche of shares of common stock issued to Executive hereunder, theCompany shall deliver registered shares or as promptly as commercially reasonable thereafter, but in any event within 60 days, the Company shall register the resale of such shares and keep the registration statement in effect for not less than three(3) years. 

**Section 11. Definitions.** In addition to the words and terms elsewhere defined in this Agreement,certain capitalized words and terms used in this Agreement shall have the meanings given to them by the definitions and descriptions in this Section 11 unless the context or use indicates another or different meaning or intent, and suchdefinition shall be equally applicable to both the singular and plural forms of any of the capitalized words and terms herein defined. The following words and terms are defined terms under this Agreement: 

**11.01 Disability.**“Disability” shall mean a physical or mental illness which, in the judgment of the Company afterconsultation with the licensed physician attending Executive, impairs Executive’s ability to substantially perform his duties under this Agreement as an employee and as a result of which he shall have been absent from his duties with theCompany on a fulltime basis for six consecutive months. 

**11.02****Cause.**A termination with“Cause” shall mean a termination of this Agreement by reason of (i) Executive’s conviction of a felony or a crime involving moral turpitude or any other crime involving dishonesty, disloyalty or fraud with respect to the Company;or (ii) Executive’s arrest or indictment of any lesser crime or offense committed in connection with the performance of Executive’s duties hereunder; or (iii) if Executive willfully impedes or endeavors to influence, obstruct orimpede or fails to materially cooperate with an investigation authorized by the Board of Directors of the Company, a self regulatory organization or a governmental department or agency. 

**11.03 Good Reason.**“Good Reason” shall mean the occurrence of any of the following events without Executive’sprior express written consent: (i) any material change in his status, title, authorities or responsibilities (including reporting responsibilities) under this Agreement which represents a demotion from such status, title, position orresponsibilities (including reporting responsibilities); the assignment to her of any duties or work responsibilities which are materially inconsistent with his status, title, position or work responsibilities set forth in this Agreement or whichare materially inconsistent with the status, title, position or work responsibilities of a Executive Vice President and Chief Financial Officer; or any removal of Executive from, or failure to appoint, elect, reappoint or reelect Executive to, anyof such positions, except in connection with the termination of his employment with Cause, or as a result of his death or Disability; provided,however, that no change in title, authorities or responsibilities customarily attributablesolely to the Company ceasing to be a publicly traded corporation shall constitute Good Reason hereunder; (ii) the relocation of the principal office of the Company or the reassignment of Executive to a location more than thirty (30) milesfrom Largo, Florida; (iii) the failure by the Company to continue in effect any incentive, bonus or other compensation plan in which Executive participates, unless an equitable arrangement (embodied in an ongoing substitute oralternative plan)has been made with respect to the failure to continue such plan, or the failure by the Company to continue Executive’s participation therein, or any action by the Company which would directly or indirectly materially reduce his participationtherein or reward opportunities thereunder; provided, however, that Executive continues to meet all eligibility requirements thereof; (iv) the failure by the Company to continue in effect any Executive benefit plan (including any medical,hospitalization, life insurance or disability benefit plan in which Executive participates), or any material fringe benefit or prerequisite enjoyed by her unless an equitable arrangement (embodied in an ongoing substitute or alternative plan) hasbeen made with respect to the failure to continue such plan, or the failure by the Company to continue Executive’s participation therein, or any action by the Company which would directly or indirectly materially reduce his participationtherein or reward opportunities thereunder, or the failure by the Company to provide her with the benefits to which he is entitled under this Agreement; provided, however, that Executive continues to meet all eligibility requirements thereof;(v) any other material breach by the Company of any provision of this Agreement; (vi) the failure of the Company to obtain a satisfactory agreement from any successor or assign of the Company to assume and agree to perform this Agreement,as contemplated in Section 21 hereof; (vii) any purported termination of Executive’s employment which is not effected pursuant to a Notice of Termination satisfying the requirements of this Agreement; and for purposes of thisAgreement, no such purported 

 

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termination shall be effective; or (viii) if during any twelve month period, persons who at the beginning of such period constitute the Board ofDirectors cease for any reason to constitute at least a majority of the Board of Directors. 

**11.04 Notice ofTermination.**“Notice of Termination” shall mean a written notice which shall indicate the specific termination provision in this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances claimed toprovide a basis for termination of Executive’s employment under the provision so indicated; provided, however, no such purported termination shall be effective without such Notice of Termination; provided further, however, any purportedtermination by the Company or by Executive shall be communicated by a Notice of Termination to the other party hereto in accordance with Section 13 of this Agreement. 

**11.05 Termination Date.**“Termination Date” shall mean the date specified in the Notice of Termination (which, inthe case of a termination pursuant to Section 9 of this Agreement shall not be less than 60 days, and in the case of a termination pursuant to Section 10 of this Agreement shall not be more than 60 days, from the date such Notice ofTermination is given); provided, however, that if within 30 days after any Notice of Termination is given the party receiving such Notice of Termination notifies the other party that a dispute exists concerning the termination, the Termination Dateshall be the date finally determined by either mutual written agreement of the parties or by the final judgment, order or decree of a court of competent jurisdiction (the time for appeal therefrom having expired and no appeal having been taken).

**Section 12. Fees and Expenses.** The Company shall pay all legal fees and related expenses (including the costs ofexperts, evidence and counsel) incurred by Executive as a result of a contest or dispute over Executive’s termination of employment if such contest or dispute is resolved in Executive’s favor. 

**Section 13. Notices.**For the purposes of this Agreement, notices and all other communications provided for in the Agreement shall bein writing and shall be deemed to have been duly given when personally delivered or sent by certified mail, return receipt requested, postage prepaid, or by expedited (overnight) courier with established national reputation, shipping prepaid orbilled to sender, in either case addressed to the respective addresses last given by each party to the other (provided that all notices to the Company shall be directed to the attention of the Board with a copy to the Secretary of the Company) or tosuch other address as either party may have furnished to the other in writing in accordance herewith. All notices and communication shall be deemed to have been received on the date of delivery thereof, on the third business day after the mailingthereof, or on the second day after deposit thereof with an expedited courier service, except that notice of change of address shall be effective only upon receipt. 

**Section 14. Life Insurance.** The Company may, at any time after the execution of this Agreement, apply for and procure as owner and for its own benefit, life insurance on Executive, in such amountsand in such form or forms as the Company may determine. Executive shall, at the request of the Company, submit to such medical examinations, supply such information, and execute such documents as may be required by the insurance company or companiesto whom the Company has applied for such insurance. Executive hereby represents that to his knowledge he is in excellent physical and mental condition and is not under the influence of alcohol, drugs or similar substance. 

**Section 15. Proprietary Information and Inventions.** Executive understands and acknowledges that: 

**15.01 Trust.** Executive’s employment creates a relationship of confidence and trust between Executive and the Companywith respect to certain information applicable to the business of the Company and its subsidiaries (collectively, the “Group”) or applicable to the business of any vendor or customer of any of the Group, which may be made known toExecutive by the Group or by any vendor or customer of any of the Group or learned by Executive during the Employment Period. 

**15.02 Proprietary Information.** The Group possesses and will continue to possess information that has been created, discovered, or developed by, or otherwise become known to, the Group (including, without limitation,information created, discovered, developed or made known to Executive during the period of or arising out of his employment by the Company) or in which property rights have been or may be assigned or otherwise conveyed to the Group, whichinformation has commercial value in the business in which the Group is engaged 

 

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and is treated by the Group as confidential. Except as otherwise herein provided, all such information is hereinafter called “ProprietaryInformation,” which term, as used herein, shall also include, but shall not be limited to, data, functional specifications, computer programs, know-how, research, technology, improvements, developments, designs, marketing plans, strategies,forecasts, new products, unpublished financial statements, budgets, projections, licenses, franchises, prices, costs, and customer, supplier and potential acquisition candidates lists. Notwithstanding anything contained in this Agreement to thecontrary, the term “Proprietary Information” shall not include (i) information which is in the public domain, (ii) information which is published or otherwise becomes part of the public domain through no fault of Executive,(iii) information which Executive can demonstrate was in Executive’s possession at the time of disclosure and was not acquired by Executive directly or indirectly from any of the Group on a confidential basis, (iv) information whichbecomes available to Executive on a non-confidential basis from a source other than any of the Group and which source, to the best of Executive’s knowledge, did not acquire the information on a confidential basis, or (v) informationrequired to be disclosed by any federal or state law, rule or regulation or by any applicable judgment, order or decree or any court or governmental body or agency having jurisdiction in the premises. 

All Proprietary Information shall be the sole property of the Group and their respective assigns. Executive assigns to the Company any rights Executive may have oracquire in such Proprietary Information. At all times, both during Executive’s employment by the Company and after its termination, Executive shall keep in strictest confidence and trust all Proprietary Information, and Executive shall not useor disclose any Proprietary Information without the written consent of the Group, except as may be necessary in the ordinary course of performing Executive’s duties as an Executive of the Company. 

**Section 16. Surrender of Documents; No Disparagement.** Executive shall, at the request of the Company, promptly surrender to theCompany or its nominee any Proprietary Information or document, memorandum, record, letter or other paper in his possession or under his control relating to the operation, business or affairs of the Group. Executive further agrees that he shall not,either during the Employment Period or at any time thereafter, in any way disparage the Company. 

**Section 17. OtherAgreements.** Executive represents and warrants that Executive’s performance of all the terms of this Agreement and as an Executive of the Company does not, and will not, breach any agreement to keep in confidence proprietary informationacquired by Executive in confidence or in trust prior to Executive’s employment by the Company. Executive has not entered into, and shall not enter into, any agreement, either written or oral, which is in conflict with this Agreement or whichwould be violated by Executive entering into, or carrying out his obligations under, this Agreement. 

**Section 18. RestrictiveCovenant.** Executive acknowledges and recognizes Executive’s possession of Proprietary Information and the highly competitive nature of the business of the Group and, accordingly, agrees that in consideration of the premises containedherein Executive will not, during the period of Executive’s employment by the Company and for the period ending on the later of January 3, 2012, or the first anniversary of the Termination Date, (i) directly or indirectly engage inany Business Activities in the United States, whether such engagement shall be as an employer, officer, director, owner, employee, consultant, stockholder, partner or other participant in any Business Activities, (ii) assist others in engagingin any Business Activities in the manner described in the foregoing clause (i), or (iii) induce employees of the Company to terminate their employment with the Company or engage in any Business Activities in the United States; provided,however, that the ownership of no more than two percent of the outstanding capital stock of a corporation whose shares are traded on a national securities exchange or on the over-the-counter market shall not be deemed engaging in any BusinessActivities. Notwithstanding the foregoing, if the Company fails to make any payment required by Section 10 of this Agreement within five days of notice of nonpayment by Executive to the Company or if there is a Sale, then the covenants in thisSection 18 immediately shall terminate. 

**Section 19. Remedies.** Executive acknowledges and agrees that theCompany’s remedy at law for a breach or a threatened breach of the provisions herein would be inadequate, and in recognition of this fact, in the event of a breach or threatened breach by Executive of any of Sections 15, 16, 17 or 18 of thisAgreement, it is agreed that the Company shall be entitled to equitable relief in the form of specific performance, a temporary restraining order, a temporary or permanent injunction or any other equitable remedy which may then be available, withoutposting bond or other security. Executive acknowledges that the granting of a temporary injunction, a temporary restraining order or other permanent injunction merely prohibiting Executive from engaging in any Business Activities would not be anadequate remedy upon breach or threatened breach of this Agreement, and consequently agrees upon any such breach or threatened breach 

 

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to the granting of injunctive relief prohibiting Executive from engaging in any activities prohibited by this Agreement. No remedy herein conferred isintended to be exclusive of any other remedy, and each and every such remedy shall be cumulative and shall be in addition to any other remedy given hereunder now or hereinafter existing at law or in equity or by statute or otherwise. 

**Section 20. Successive Employment Notice.** Within five business days after the Termination Date, Executive shall provide notice to theCompany of Executive’s next intended employment. If such employment is not known by Executive at such date, Executive shall notify the Company immediately upon determination of such information. Executive shall continue to provide the Companywith notice of Executive’s place and nature of employment and any change in place or nature of employment during the period ending two years after the Termination Date. Failure of Executive to provide the Company with such information in anaccurate and timely fashion shall be deemed to be a breach of this Agreement and shall entitle the Company to all remedies provided for in this Agreement as a result of such breach. 

**Section 21. Successors.** This Agreement shall be binding on the Company and any successor to any of its businesses or assets. Withoutlimiting the effect of the prior sentence, the Company shall use its best efforts to require any successor or assign (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/orassets of the Company to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession or assignment had taken place. As used in this Agreement,“Company” shall mean the Company as hereinbefore defined and any successor or assign to its business and/or assets as aforesaid which assumes and agrees to perform this Agreement or which is otherwise obligated under this Agreement by thefirst sentence of this Section 21, by operation of law or otherwise. 

**Section 22. Binding Effect.** This Agreementshall inure to the benefit of and be enforceable by Executive’s personal and legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If Executive should die while any amounts would still bepayable to her hereunder if he had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to Executive’s estate. 

**Section 23. Modification and Waiver.** No provision of this Agreement may be modified, waived or discharged unless such waiver,modification or discharge is agreed to in writing and signed by Executive and such officer as may be specifically designated by the Board. No waiver by either party hereto at any time of any breach by the other party hereto of,: or compliance with,any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. 

**Section 24. Headings.** Headings used in this Agreement are for convenience only and shall not be used to interpret or construe itsprovisions. 

**Section 25. Amendments.** No amendments or variations of the terms and conditions of this Agreement shall bevalid unless the same is in writing and signed by each of the parties hereto. 

**Section 26. Severability.** The invalidityor unenforceability of any provision of this Agreement, whether in whole or in part, shall not in any way affect the validity or enforceability of any other provision herein contained. Any invalid or unenforceable provision shall be deemed severableto the extent of any such invalidity or unenforceability. It is expressly understood and agreed that, while the Company and Executive consider the restrictions contained in this Agreement reasonable for the purpose of preserving for the Company thegoodwill, other proprietary rights and intangible business value of the Company, if a final judicial determination is made by a court having jurisdiction that the time or territory or any other restriction contained in this Agreement is anunreasonable or otherwise unenforceable restriction against Executive, the provisions of such clause shall not be rendered void but shall be deemed amended to apply as to maximum time and territory and to such other extent as such court mayjudicially determine or indicate to be reasonable. 

**Section 27.****Governing Law; Venue.**This Agreement shall begoverned by and construed under the laws of the State of Florida without giving effect to the conflicts of laws principles thereof, and any action to enforce any rights or obligations hereunder shall be brought exclusively in the state or federaldistrict courts located in Hillsborough County Florida. The prevailing party shall be entitled to an award of its reasonable attorneys’ fees incurred in connection with any such judicial proceedings. 

 

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**Section 28. Counterparts.** This Agreement may be executed in more than one counterpartand each counterpart shall be considered an original. 

**Section 29. Schedules.** The Schedules attached hereto areincorporated herein by reference and are an integral part of this Agreement. 

**Section 30. Entire Agreement.** ThisAgreement contains, and is intended as, and represents a complete statement of all of the terms, understandings and the arrangements among the parties hereto with respect to the matters provided for herein, supersede any previous or contemporaneousagreements and understandings whether oral or written between the parties hereto with respect to those matters and cannot be changed or terminated except as provided in this Agreement. 

IN WITNESS WHEREOF, this Agreement has been duly executed by the Company and Executive in four counterparts as of the date first above written.

***Remainder of page intentionally left blank;***

***signature page follows.***

 

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**GEOPHARMA, INC.**By: 
 
 George Stuart Chairman, Compensation Committee**EXECUTIVE**By: 
 
 CAROL DORE-FALCONE
 

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**SCHEDULE 5.02**

**BONUS PLAN**

 

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**EXHIBIT 5.03**

**OTHER BENEFITS**

1. Vacation and Holidays. Executive shall be entitled to a vacationallowance as mutually agreed between Executive and the Board of Directors; provided, however, Executive shall be entitled to vacation of at least four weeks annually, with the timing of such vacation to be selected by Executive, after consultationwith the Company’s Chief Executive Officer, provided that such timing does not unreasonably interfere with the performance of Executive’s duties under the Agreement. The vacation allowance does not include holidays observed by the Company.

2. Incentive Compensation and Bonus Plans. Executive shall become a participant in any incentive compensation or bonus plan adoptedby the Board for any highly compensated officers and other significant employees of the Company, such participation to be on such terms as the Compensation Committee of the Board in its discretion shall determine. Any amounts paid or payable to oron behalf of Executive shall be prorated through the Termination Date or the expiration date of this Agreement. 

3. Term LifeInsurance. The Company shall pay a maximum of $10,000.00 per year towards a term life insurance policy on the life of Executive for the benefit of Executive or his designated beneficiary. Executive shall be entitled to designate the beneficiaryof any insurance proceeds payable upon his death and shall be entitled to purchase such insurance policy or policies upon termination of employment at the interpolated terminal reserve value thereof. 

4. Automobile. The Company shall provide Executive with a monthly allowance for the lease, maintenance and operating expenses of an automobile, orthe purchase or replacement thereof. 

5. Medical Insurance. The Company shall provide Executive and his dependents with medical andhealth insurance coverage in such amounts as are presently provided or may hereafter be provided to the executive officers of the Company. 

6. Disability Insurance. The Company shall provide Executive with disability insurance coverage in such amounts as are presently provided or may hereafter be provided to the executive officers of the Company. 

7. Club Dues. The Company shall provide Executive with a monthly social or country club allowance to cover the dues on behalf of Executive.

8. Other Benefits. The Company shall provide Executive with any and all other benefits that generally become available to theexecutive officers and other significant employees of the Company. 

 

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