**TERM
      LOAN AGREEMENT**




Dated
      as
      of November 2, 2007




among




LEV
      PHARMACEUTICALS, INC.


and


LEV
      DEVELOPMENT CORP.,




as
      joint
      and several Borrowers,




and




The
      Lenders Party Hereto From Time to Time




and




MAST
      CAPITAL MANAGEMENT, LLC,




as
      Administrative Agent and Collateral Agent





















**TERM
      LOAN AGREEMENT**




THIS
      TERM
      LOAN AGREEMENT dated as of November 2, 2007 (this “ Agreement ”)
      is by
      and among Lev Pharmaceuticals, Inc., a Delaware corporation (“ Lev ”),
      and
      Lev Development Corp., a Delaware corporation (“ Development ”
and
      Lev, each a “ Borrower ”
and
      collectively, the “ Borrowers ”),
      the
      lenders from time to time party hereto (the “ Lenders ”),
      and
      Mast Capital Management, LLC as administrative agent and collateral agent (the
      “ Agent ”).




The
      parties hereto agree as follows:




**ARTICLE
      1**




**Definitions**




1.1  **Defined
      Terms** .
      As used
      in this Agreement, the following terms have the meanings specified
      below:




“ Accounts ”
means
      all of the Borrowers’ now owned or hereafter acquired or arising accounts, as
      defined in the UCC, including all rights to payment for the sale or lease of
      goods or rendition of services, whether or not such rights to payment have
      been
      earned by performance.




“ Affiliate ”
means,
      with respect to a specified Person, another Person that Controls or is
      Controlled by or is under common Control with the Person specified, *provided* ,
      that,
      for purposes of this Agreement, no Credit Party shall be deemed to be an
      Affiliate of any other Credit Party.




“ Agent ”
means
      Mast Capital Management, LLC in its capacities as administrative agent and
      collateral agent under any of the Loan Documents, or any successor
      administrative agent or collateral agent.




“ Anti-Terrorism
      Laws ”
mean
      any laws relating to terrorism or money laundering, including Executive Order
      No. 13224 and the USA Patriot Act.




“ Applicable
      Percentage ”
means
      with respect to any Lender at any time, with respect to such Lender’s Commitment
      at any time, the percentage of the Total Commitments represented by such
      Lender’s Commitment at such time; *provided* that if
      the Commitment of each Lender to make Term Loans have been terminated pursuant
      to Section 8.1 or if the Commitments have expired, then the Applicable
      Percentage of each Lender shall be determined based on the Applicable Percentage
      of such Lender most recently in effect, giving effect to any subsequent
      assignments. The initial Applicable Percentage of each Lender is set forth
      opposite the name of such Lender on Schedule
      2.1 or in
      the Assignment and Acceptance pursuant to which such Lender becomes a party
      hereto, as applicable.




“ Approved
      Fund ”
means
      any fund that invests in commercial loans and is managed or advised by, or
      is an
      Affiliate of, the Agent.




“ Assignment
      and Acceptance ”
means
      an assignment and acceptance entered into by a Lender and an assignee (with
      the
      consent of any party whose consent is required by Section 10.4), and
      accepted by the Agent, in the form of Exhibit
      H annexed
      hereto or any other form approved by the Agent which complies with the
      provisions of Section 10.4.




“ Availability
      Period ”
means
      the period from and including the Closing Date to the earliest of (a) the
      one-year anniversary of the Closing Date, (b) the date of termination of the
      commitment of each Lender to make Term Loans and (c) the date of acceleration
      of
      the Term Loans pursuant to Section 8.1 hereof.







“ BLA(s) ”
means
      the biologics license applications for CinryzeTM submitted by Lev to the United
      States Food and Drug Administration.




“ Board ”
means
      the Board of Governors of the Federal Reserve System of the United States of
      America.




“ Borrower(s) ”
means
      (a) each of Lev and Development, individually, and (b) Lev and Development,
      collectively, as joint and several Borrowers.




“ Borrowing ”
means
      a
      borrowing consisting of simultaneous Term Loans made by each of the Lenders
      pursuant to Section 2.01.




“ Borrowing
      Base ”
means,
      as applicable, the Pre-Approval Borrowing Base, the Post-Approval Borrowing
      Base
      or the Post-Control Agreement Borrowing Base.




“ Borrowing
      Base Certificate ”
means
      as applicable, the “ Pre-Approval
      Borrowing Base Certificate ”
in
      substantially the form of Exhibit
      B-1 , the
“ Post-Approval
      Borrowing Base Certificate ”
in
      substantially the form of Exhibit
      B-2 or the
“ Post-Control
      Agreement Borrowing Base Certificate ”
in
      substantially the form of Exhibit
      B-3 ,
      signed
      by a Designated Financial Officer certifying the amount of the Borrowing Base
      as
      of the date set forth therein.




“ Business ”
means
      the business of (a) developing and commercializing C1-INH products for the
      treatment of hereditary angioedema and other diseases and disorders in which
      inflammation is known or believed to play an underlying role, (b) and otherwise
      making commercial use of its inventory and product components, including without
      limitation the operation of plasma collection centers and the processing and
      resale of human blood plasma, and (c) business lines ancillary to the
      foregoing.




“ Business
      Day ”
means
      any day that is not a Saturday, Sunday or other day on which commercial banks
      in
      Boston, Massachusetts are authorized or required by law to remain
      closed.




“ C-1
      Poor Human Blood Plasma ”
means
      a
      liquid product comprised of Source Plasma (as defined in the Code of
      Federal Regulations, 21 CFR Part 640) that has had the coagulation factors
      and C-1 Esterase Inhibitor removed through a series of manufacturing
      processes.




“ Capital
      Expenditures ”
means
      all payments due (whether or not paid during any fiscal period) in respect
      of
      the cost of any fixed asset or improvement, or replacement, substitution, or
      addition thereto, which has a useful life of more than one year, including,
      without limitation, Capital Lease Obligations, those costs arising in connection
      with the direct or indirect acquisition of such asset by way of increased
      product or service charges, and other items presented in accordance with
      GAAP.




“ Capital
      Lease Obligations ”
of
      any
      Person means the obligations of such Person to pay rent or other amounts under
      any lease of (or other arrangement conveying the right to use) real or personal
      property, or a combination thereof, which obligations are required to be
      classified and accounted for as capital leases on a balance sheet of such Person
      under GAAP, and the amount of such obligations shall be the capitalized amount
      thereof determined in accordance with GAAP.




2




“ Capital
      Stock ”
means
      any and all corporate stock, units, shares, partnership interests, membership
      interests, equity interests, rights, securities, or other equivalent evidences
      of ownership (however designated) issued to any Person.




“ Casualty
      Event ”
means,
      with respect to any Property of any Person, any loss of or damage to, or any
      condemnation or other taking of, such Property for which such Person or any
      of
      its Subsidiaries receives insurance proceeds, or proceeds of a condemnation
      award or other compensation.




“ Change
      in Law ”
means
      (a) the adoption of any law, rule or regulation after the Closing Date, (b)
      any
      change after the Closing Date in any law, rule or regulation or in the
      interpretation or application thereof by any Governmental Authority or (c)
      compliance by the Lender with any request, guideline or directive (whether
      or
      not having the force of law), other than a request or directive to comply with
      any law, rule or regulation in effect on the Closing Date, of any Governmental
      Authority made or issued after the Closing Date.




“ Change
      of Control ”
means
      (a) if any Person or group of Persons acting in concert, other than the owners
      of more than 10% of outstanding securities of the Borrowers as of Closing Date,
      having voting rights in the election of directors, shall own or control,
      directly or indirectly, more than 40% of the outstanding securities of the
      Borrowers having voting rights in the election of directors, in each case to
      be
      determined on a fully diluted basis and taking into account any outstanding
      securities or contract rights exercisable, exchangeable or convertible into
      Capital Stock; or (b) Joshua D. Schein, PhD. or Judson Cooper shall for any
      reason cease to serve in a senior managerial position with Lev and Lev shall
      fail within sixty (60) days of the date that Joshua D. Schein, PhD. or Judson
      Cooper ceases to serve in such position, to retain a replacement for Joshua
      D.
      Schein, PhD. or Judson Cooper who has comparable industry experience and is
      reasonably acceptable to the Agent.




“ Closing
      Date ”
means
      the date during which the Effective Time shall occur.




“ Code ”
means
      the Internal Revenue Code of 1986, as amended from time to time.




“ Collateral ”
means,
      collectively, all of the Property in which Liens are purported to be granted
      hereunder and under the other Loan Documents as security for the Obligations
      of
      the Credit Parties hereunder.




“ Commitment ”
means,
      as to each Lender, its obligation to make its portion of the Term Loans to
      the
      Borrowers pursuant to Section 2.1. The aggregate principal amount of the
      Commitments of all of the Lenders in effect on the Closing Date is TWENTY
      MILLION DOLLARS ($20,000,000), *provided* , *however* ,
      that in
      no event shall the Commitments exceed the Borrowing Base.




“ Compliance
      Certificate ”
means
      the compliance certificate in substantially the form of Exhibit
      C ,
      signed
      by a Designated Financial Officer certifying to the financial covenants set
      forth in Section 7.10 as of the date set forth therein.




“ Control ”
means
      the possession, directly or indirectly, of the power to direct or cause the
      direction of the management or policies of a Person, whether through the ability
      to exercise voting power, by contract or otherwise. “ Controlling ”
and
      “ Controlled ”
have
      meanings correlative thereto. A Person who owns or holds Capital Stock,
      beneficial interests or other securities representing ten percent (10%) or
      more
      of the Total Voting Power of another Person, on a fully diluted basis, shall
      be
      deemed, for purposes of this Agreement, to “control” such other
      Person.




“ Control
      Agreement ”
has
      the
      meaning assigned to such term in Section 5.1(g)




3




“ Copyrights ”
means
      all copyrights, whether statutory or common law, owned by or assigned to the
      Credit Parties, and all exclusive and nonexclusive licenses to the Credit
      Parties from third parties or rights to use copyrights owned by such third
      parties, including, without limitation, the registrations, applications and
      licenses listed on Schedule
      4.5(b) and (c) hereto,
      along with any and all (a) renewals and extensions thereof, (b) income,
      royalties, damages, claims and payments now and hereafter due and/or payable
      with respect thereto, including, without limitation, damages and payments for
      past, present or future infringements thereof, (c) rights to sue for past,
      present and future infringements thereof, and (d) foreign copyrights and any
      other rights corresponding thereto throughout the world.




“ Credit
      Parties ”
means
      the Borrowers and all Subsidiary Guarantors.




“ Default ”
means
      any event or condition which constitutes an Event of Default or which upon
      notice, lapse of time or both would, unless cured or waived, become an Event
      of
      Default.




“ Designated
      Financial Officer ”
means
      an individual holding one or more of the following offices with the Borrowers:
      chief executive officer, chief financial officer, principal accounting officer,
      treasurer, assistant treasurer or controller.




“ Direct
      Foreign Subsidiary ”
means
      any Foreign Subsidiary whose outstanding voting capital stock is owned by a
      Credit Party or a Domestic Subsidiary.




“ Discount
      Rate ”
means
      a
      rate per annum equal to the sum of (x) the average yield on a United States
      Treasury Note having a term as close as possible to the remaining term of the
      Term Loans, as quoted by two nationally recognized investment brokers reasonably
      selected by Agent on the third Business Day preceding any prepayment date,
      plus
      (y) 0.50%.




“ Disposition ”
means
      any sale, assignment, transfer or other disposition of any property (whether
      now
      owned or hereafter acquired) by any Credit Party to any Person other than to
      another Credit Party excluding (a) the granting of Permitted Liens hereunder
      and
      (b) any sale, assignment, transfer or other disposition of (i) any property
      sold
      or disposed of in the ordinary course of business and on ordinary business
      terms, (ii) any property no longer used or useful in the business of the Credit
      Parties and (iii) any Collateral pursuant to an exercise of remedies by the
      Lender hereunder or under any other Loan Document.




“ Distribution ”
means,
      in respect of any Person (other than a natural Person): (a) the payment or
      making of any dividend or other distribution of property in respect of such
      Person’s Capital Stock (excluding any options or warrants for, or other rights
      with respect to, such stock) of such corporation, other than distributions
      in
      such Person’s Capital Stock of the same class; or (b) the redemption or
      other acquisition by such corporation of any Capital Stock (or any options
      or
      warrants for such Capital Stock) of such Person for cash (other than the
      repurchase or cancellation of any fractional shares of Capital Stock in
      connection with any stock split or combination).




“ Domestic
      Subsidiary ”
means
      any Subsidiary of the Borrowers organized or incorporated under the laws of
      a
      state in the United States and denominated as a “Domestic Subsidiary” in Schedule
      4.4 .




“ EBITDA ”
means,
      for any period, (a) the net income of the Credit Parties (determined on a
      consolidated basis without duplication in accordance with GAAP) for such period, plus (b) to
      the extent deducted in calculating net income (i) income taxes accrued
      during such period, (ii) Interest Expense during such period, and (iii)
      depreciation, amortization and other non-cash charges accrued for such period, minus (c) to
      the extent such items were added in calculating net income (i) extraordinary
      or
      unusual gains during such period, (ii) proceeds received during such period
      in
      respect of Casualty Events and Dispositions, and (iii) interest
      income.




4




“ Effective
      Time ”
means
      the time specified in a written notice from the Lender when the conditions
      specified in Article 5 are satisfied (or waived in accordance with
      Section 10.2).




“ Eligible
      Accounts ”
means
      (a) the aggregate face amount of the accounts receivable outstanding and owed
      to
      the Borrowers as determined in accordance with GAAP consistently applied and
      as
      entered on the books and records of the Borrowers in the ordinary course of
      the
      business operations of the Borrowers which satisfy each of the requirements
      set
      forth below, minus (b)
      without duplication, the aggregate amount of any returns, discounts (which
      may,
      at the Agent’s option, be calculated on the shortest term), claims, credits,
      chargebacks, contra accounts, allowances or excise taxes of any nature (whether
      issued, owing, granted or outstanding):




(i)  the
      subject goods have been sold and/or services have been rendered on an absolute
      sale basis and on an open account basis to an account debtor which is not (A)
      the United States government or any department, agency or instrumentality
      thereof, any State, City, Town or other political subdivision within the United
      States or any department, agency or instrumentality thereof, unless the
      Assignment of Claims Act of 1940, as amended, or the applicable State or local
      law, regulation or requirement has been complied with to the satisfaction of
      the
      Agent or (B) an Affiliate of any Borrower;




(ii)  an
      invoice (in form and substance reasonably acceptable to the Agent) has been
      sent
      to the applicable account debtor and bears an invoice date contemporaneous
      with
      or later than the date of sale of such goods or rendering of such
      service;




(iii)  the
      account receivable does not arise from a sale to the account debtor on a
      bill-and-hold, guaranteed sale, sale-or-return, sale-on-assignment,
      sale-on-appraisal, consignment or any other repurchase or return
      basis;




(iv)  the
      account is not evidenced by chattel paper or an instrument of any kind, and
      has
      not been reduced to judgment;




(v)  the
      account debtor is not insolvent or the subject of any bankruptcy or insolvency
      proceedings of any kind;




(vi)  the
      account debtor is credit worthy and not experiencing financial difficulties
      that
      could affect the collectability of the account, as reasonably determined by
      the
      Credit Parties based on reasonably prudent and customary customer due diligence
      (and provided such account debtor’s most recent financial statements do not
      contain a going concern qualification);




(vii)  the
      account debtor is an entity organized under the laws of one of the United
      States, whose main office is also located within the United States (including
      Puerto Rico as within the United States), or, if the account debtor is not
      such
      an entity organized and located within the United States, the account is insured
      by a letter of credit issued or confirmed by a bank acceptable to the Agent
      or
      by other credit enhancements, in each case in form and substance satisfactory
      to
      the Agent;




(viii)  the
      account receivable is a valid and legally enforceable obligation of the account
      debtor thereunder, it is not subject to recoupment, offset (other than discount
      for prompt payment) or other defense on the part of such account debtor or
      to
      any claim on the part of such account debtor denying liability
      thereunder;




5




(ix)  the
      account receivable is not subject to any Lien of any kind except for the Lien
      of
      the Agent securing the obligations of the Credit Parties under this
      Agreement;




(x)  the
      account receivable has not remained outstanding in whole or in part for more
      than (A) ninety (90) days after the invoice date or (B) sixty (60) days after
      the due date;




(xi)  the
      account receivable does not arise out of a transaction (direct or indirect)
      with
      an employee, officer, agent, director or stockholder of any Credit
      Party;




(xii)  the
      account receivable is not owing from an account debtor from whom thirty-three
      percent (33%) or more of the dollar amount of all accounts receivable are deemed
      ineligible under clause (x) above;




(xiii)  the
      total
      unpaid accounts receivable owing from such account debtor do not exceed fifty
      percent **(** 50%)of
      all Eligible Accounts; *provided* that
      this
      requirement shall not be effective until 180 days after the first sale of
      Eligible Cinryze Inventory to a non-affiliated third party;




(xiv)  the
      account receivable constitutes Collateral in which the Agent has a first
      priority Lien securing the Obligations of the Credit Parties under this
      Agreement;




(xv)  the
      Borrowers have not made an agreement with the account debtor to extend the
      time
      of payment of the subject account receivable;




(xvi)  the
      account debtor is not located in Minnesota (or any other jurisdiction which
      adopts a statute or other requirement with respect to which any Person that
      obtains business from within such jurisdiction or is otherwise subject to such
      jurisdiction’s tax law must file a “Business Activity Report” (or other
      applicable report) or make any other required filings in a timely manner in
      order to enforce its claims in such jurisdiction’s courts or arising under such
      jurisdiction’s laws); *provided* ,
      that
      accounts receivable which would be Eligible Accounts but for the terms of this
      clause (xvi) shall nonetheless be deemed to be Eligible Accounts if the
      Borrowers have filed a “Business Activity Report” (or other applicable report)
      with the applicable state office or are qualified to do business in such
      jurisdiction and, at the time the account receivable was created, was qualified
      to do business in such jurisdiction or had on file with the applicable state
      office a current “Business Activity Report” (or other applicable report);
      and




(xvii)  the
      account receivable is denominated in U.S. Dollars;




*provided,
      however* ,
      that
      (A) the Agent may in its reasonable credit judgment exclude particular accounts
      from the definition of Eligible Accounts and may impose additional and/or more
      restrictive eligibility or valuation criteria than those set forth above as
      preconditions for any account to be deemed to be an Eligible Account hereunder,
      and (B) an account deemed to be an Eligible Account at any one point in time
      may
      be excluded by the Agent in its reasonable credit judgment at a future point
      in
      time.




“ Eligible
      Blood Plasma Inventory ”
means
      the Borrowers’ raw human blood plasma inventory and C-1 Poor Human Blood Plasma,
      recorded on the books and records of the Borrowers in the ordinary course of
      the
      business operations of the Borrowers valued on a first in first out basis at
      the
      lower of (a) the fair market value of such inventory, or (b) the cost charged
      by
      suppliers that are not Affiliates of the Credit Parties, which inventory
      satisfies each of the following requirements:




(i)  is
      in
      good and merchantable condition,




6




(ii)  meets
      all
      standards imposed by any government agency having regulatory authority over
      such
      goods and/or their use, manufacture and/or sale;




(iii)  has
      been
      physically received in the continental United States by the Borrowers and is
      located at a facility that is (a) owned by the Borrowers, (b) leased by the
      Borrowers, (c) a third party warehouse, or (d) in the possession of a bailee; *provided* that no
      inventory located at a leased facility, third party warehouse or bailee shall
      be
      deemed to be “Eligible Blood Plasma Inventory” hereunder unless the landlord,
      warehouseman or bailee of such facility shall have entered into an agreement
      reasonably satisfactory in form and substance to the Agent acknowledging the
      Liens of the Agent and granting the Agent unrestricted access to such
      inventory;




(iv)  is
      currently useable or currently salable in the normal course of the business
      operations;




(v)  does
      not
      constitute unsaleable, damaged or unfit inventory, or inventory in excess of
      market demand;




(vi)  does
      not
      arise from a sale to an account debtor on a bill-and-hold, guaranteed sale,
      sale-or-return, sale-on-approval, consignment or any other repurchase or return
      basis;




(vii)  is
      not
      subject to any Lien of any kind except for the Lien of the Agent securing
      Obligations under the Loan Documents;




(viii)  has
      not
      been sold to any Person; and




(ix)  constitutes
      Collateral in which the Agent has a First Priority Lien securing the obligations
      of the Credit Parties under this Agreement;




*provided,
      however* ,
      that
      (A) the aggregate amount of Eligible Blood Plasma Inventory shall be computed
      net of such reserves as the Agent shall deem appropriate, (B) the Agent may
      in
      its reasonable credit judgment exclude particular items of inventory from the
      definition of Eligible Blood Plasma Inventory and may impose additional and/or
      more restrictive eligibility or valuation criteria than those set forth above
      as
      preconditions for any item of inventory to be deemed to be Eligible Blood Plasma
      Inventory hereunder, and (C) inventory deemed to be Eligible Blood Plasma
      Inventory at any one point in time may be excluded by the Agent in its
      reasonable credit judgment at a future point in time.




“ Eligible
      Cinryze Inventory ”
means
      the Borrowers’ CinryzeTM (C1 inhibitor) inventory, recorded on the books and
      records of the Borrowers in the ordinary course of the business operations
      of
      the Borrowers valued on a first in first out basis at the lower of (a) the
      fair
      market value of such inventory, or (b) the cost charged by suppliers that are
      not Affiliates of the Credit Parties, which inventory satisfies each of the
      following requirements:




(i)  is
      in
      good and merchantable condition,




(ii)  meets
      all
      standards imposed by any government agency having regulatory authority over
      such
      goods and/or their use, manufacture and/or sale;




7




(iii)  has
      been
      physically received in the continental United States by the Borrowers and is
      located at a facility that is (a) owned by the Borrowers, (b) leased by the
      Borrowers, (c) a third party warehouse, or (d) in the possession of a bailee; *provided* that no
      inventory located at a leased facility, third party warehouse or bailee shall
      be
      deemed to be “Eligible Cinryze Inventory” hereunder unless the landlord,
      warehouseman or bailee of such facility shall have entered into an agreement
      reasonably satisfactory in form and substance to the Agent acknowledging the
      Liens of the Agent and granting the Agent unrestricted access to such
      inventory;




(iv)  is
      currently useable or currently salable in the normal course of the business
      operations;




(v)  does
      not
      constitute unsaleable, damaged or unfit inventory, or inventory in excess of
      market demand;




(vi)  does
      not
      arise from a sale to an account debtor on a bill-and-hold, guaranteed sale,
      sale-or-return, sale-on-approval, consignment or any other repurchase or return
      basis;




(vii)  is
      not
      subject to any Lien of any kind except for the Lien of the Agent securing
      Obligations under the Loan Documents;




(viii)  has
      not
      been sold to any Person; and




(ix)  constitutes
      Collateral in which the Agent has a First Priority Lien securing the obligations
      of the Credit Parties under this Agreement;




*provided,
      however* ,
      that
      (A) the aggregate amount of Eligible Cinryze Inventory shall be computed net
      of
      such reserves as the Agent shall deem appropriate, (B) the Agent may in its
      reasonable credit judgment exclude particular items of inventory from the
      definition of Eligible Cinryze Inventory and may impose additional and/or more
      restrictive eligibility or valuation criteria than those set forth above as
      preconditions for any item of inventory to be deemed to be Eligible Cinryze
      Inventory hereunder, and (C) inventory deemed to be Eligible Cinryze Inventory
      at any one point in time may be excluded by the Agent in its reasonable credit
      judgment at a future point in time.




“ Eligible
      Foreign Accounts ”
means
      (a) the aggregate face amount of the accounts receivable outstanding and owed
      to
      the Borrowers as determined in accordance with GAAP consistently applied and
      as
      entered on the books and records of the Borrowers in the ordinary course of
      the
      business operations of the Borrowers that satisfy all of the requirements of
      the
      definition of Eligible Accounts other than part (vii) and (xvii) thereof *provided* that ** such
      account is denominated in euros, minus (b)
      without duplication, the aggregate amount of any returns, discounts (which
      may,
      at the Agent’s option, be calculated on the shortest term), claims, credits,
      chargebacks, contra accounts, allowances or excise taxes of any nature (whether
      issued, owing, granted or outstanding).




“ Eligible
      Sanquin Inventory ”
means
      the Borrowers’ raw human blood plasma inventory and C-1 Poor Human Blood Plasma
      inventory that is contracted for resale within 30 days that satisfy all of
      the
      requirements of the definition of Eligible Blood Plasma Inventory other than
      part (iii) thereof, and that have been physically received by Sanquin and are
      located at a facility owned or leased by Sanquin; *provided,
      however* ,
      that
      (A) the aggregate amount of Eligible Sanquin Inventory shall be computed net
      of
      such reserves as the Agent shall deem appropriate, (B) the Agent may in its
      reasonable credit judgment exclude particular items of inventory from the
      definition of Eligible Sanquin Inventory and may impose additional and/or more
      restrictive eligibility or valuation criteria than those set forth above as
      preconditions for any item of inventory to be deemed to be Eligible Sanquin
      Inventory hereunder, and (C) inventory deemed to be Eligible Sanquin Inventory
      at any one point in time may be excluded by the Agent in its reasonable credit
      judgment at a future point in time.




8




“ Environmental
      Laws ”
means
      all applicable laws, rules, regulations, codes, ordinances, orders, decrees,
      judgments, injunctions, notices or binding agreements issued, promulgated or
      entered into by any Governmental Authority, relating in any way to the
      environment, preservation or reclamation of natural resources, the management,
      release or threatened release of any Hazardous Material or to health and safety
      matters.




“ Environmental
      Liability ”
means
      any liability, contingent or otherwise (including any liability for damages,
      costs of environmental remediation, fines, penalties or indemnities), of any
      Credit Party directly or indirectly resulting from or based upon (a) violation
      of any Environmental Law, (b) the generation, use, handling, transportation,
      storage, treatment or disposal of any Hazardous Materials, (c) exposure to
      any
      Hazardous Materials, (d) the release or threatened release of any Hazardous
      Materials into the environment or (e) any contract, agreement or other
      consensual arrangement pursuant to which liability is assumed or imposed with
      respect to any of the foregoing.




“ Equity
      Rights ”
means,
      with respect to any Person, any subscriptions, options, warrants, commitments,
      preemptive rights or agreements of any kind (including any stockholders’ or
      voting trust agreements) for the issuance or sale of, or securities convertible
      into, any additional shares of Capital Stock of any class, or partnership or
      other ownership interests of any type in, such Person.




“ ERISA ”
means
      the Employee Retirement Income Security Act of 1974, as amended from time to
      time.




“ ERISA
      Affiliate ”
means
      any trade or business (whether or not incorporated) that, together with the
      Credit Parties, is treated as a single employer within the meaning of
      Section 414(b), (c), (m) or (o) of the Code. Notwithstanding the foregoing,
      for purposes of any liability related to a Multiemployer Plan under Title IV
      of
      ERISA, the term “ERISA Affiliate” means any trade or business that, together
      with the Credit Parties, is treated as a single employer within the meaning
      of
      Section 4001(b) of ERISA.




“ ERISA
      Event ”
means
      (a) a “reportable event”, as defined in Section 4043 of ERISA or the
      regulations issued thereunder for which the notice requirement has not been
      waived with respect to any Pension Plan, (b) the existence with respect to
      any
      Pension Plan of an “accumulated funding deficiency” (as defined in
      Section 412 of the Code or Section 302 of ERISA), whether or not
      waived, (c) the filing pursuant to Section 412(d) of the Code or
      Section 303(d) of ERISA of an application for a waiver of the minimum
      funding standard with respect to any Pension Plan, (d) the incurrence by any
      Credit Party or any ERISA Affiliate of any liability under Title IV of ERISA
      with respect to the termination of any Pension Plan, (e) the receipt by any
      Credit Party or any ERISA Affiliate from the PBGC or plan administrator of
      any
      notice relating to an intention to terminate any Pension Plan or Pension Plans
      or to appoint a trustee to administer any Pension Plan, or (f) the receipt
      by
      any Credit Party or any ERISA Affiliate of any notice, or the receipt by any
      Multiemployer Plan from any Credit Party or any ERISA Affiliate of any notice
      of
      Withdrawal Liability or a determination that a Multiemployer Plan is, or is
      expected to be, insolvent or in reorganization, within the meaning of Title
      IV
      of ERISA.




“ Event
      of Default ”
has
      the
      meaning assigned to such term in Section 8.1.




“ Excess
      Availability ”
means,
      as of any date, the difference between (a) the lesser of (i) the Total
      Commitment and (ii) the Borrowing Base, and (b) the sum of the outstanding
      principal amount of the Term Loans.




“ Excess
      Cash ”
means,
      as of any date of determination, the Borrowers’ cash and cash equivalents on
      hand, minus the
      amount of cash reasonably determined by the Borrowers, the Agent and the Lenders
      to be necessary to fund normal operating expenses, cash Interest Expenses and
      Capital Expenditures of the Borrowers for a period of 90 days.




9




“ Excluded
      Taxes ”
means,
      with respect to the Lender or any other recipient of any payment to be made
      by
      or on account of any Obligation hereunder, (a) income, net worth or franchise
      taxes imposed on (or measured by) its net income or net worth by the United
      States of America, or by the jurisdiction under the laws of which such recipient
      is organized or in which its principal office is located or, in the case of
      the
      Lender, in which its lending office is located or in which it is taxable solely
      on account of some connection other than the execution, delivery or performance
      of this Agreement or the receipt of income hereunder, and (b) any branch profits
      taxes imposed by the United States of America or any similar tax imposed by
      any
      other jurisdiction in which the Borrowers are located.




“ Executive
      Order No. 13224 ”
means
      Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001,
      as the same has been, or shall hereafter be, renewed, extended, amended or
      replaced.




“ Existing
      Debt ”
means
      Indebtedness of the Credit Parties existing as of the Effective Time, which
      is
      permitted to remain outstanding after the Effective Time under Section 7.1
      and
      is listed on Schedule
      7.1 hereto.




“ FAC
      Regulations ”
has
      the
      meaning assigned to such term in Section 4.22




“ Federal
      Funds Effective Rate ”
means,
      for any day, the weighted average (rounded upwards, if necessary, to the next
      1/100 of 1%) of the rates on overnight Federal funds transactions with members
      of the Federal Reserve System arranged by Federal funds brokers, as published
      on
      the next succeeding Business Day by the Federal Reserve Bank of New York, or,
      if
      such rate is not so published for any day that is a Business Day, the average
      (rounded upwards, if necessary, to the next 1/100 of 1%) of the quotations
      for
      such day for such transactions received by the Agent from three Federal funds
      brokers of recognized standing selected by it.




“ FCPA ”
has
      the
      meaning assigned to such term in Section 4.22.




“ Fiscal
      Year ”
means,
      with respect to any Credit Party, such Credit Party’s Fiscal Year for accounting
      purposes. The Fiscal Year of the Credit Parties is a calendar year.




“ Fixed
      Charge Coverage Ratio ”
means,
      for any Reference Period, the ratio of (a) (i) EBITDA of the Credit Parties
      for
      such period minus (ii) the
      aggregate amount of all Capital Expenditures during such period minus (iii)
      the aggregate amount paid, or required to be paid (without duplication), in
      cash
      in respect of the current portion of all income taxes for such period to (b)
      the
      sum for the Credit Parties (determined on a consolidated basis without
      duplication in accordance with GAAP), of (i) the aggregate amount of Interest
      Expense for such period and (ii) the aggregate amount of regularly scheduled
      payments of principal in respect of Indebtedness for borrowed money (including
      the principal component of any payments in respect of Capital Lease Obligations)
      paid or required to be paid during such period.




“ Foreign
      Subsidiary ”
means
      any Subsidiary of the Borrowers other than the Domestic
      Subsidiaries.




“ GAAP ”
means
      generally accepted accounting principles in the United States of
      America.




“ Governmental
      Authority ”
means
      the government of the United States of America, any other nation or any
      political subdivision thereof, whether state or local, and any agency,
      authority, instrumentality, regulatory body, court, central bank or other entity
      exercising executive, legislative, judicial, taxing, regulatory or
      administrative powers or functions of or pertaining to government.




10




“ Guarantee ”
means,
      with respect to any Person, all obligations of such Person which in any manner
      directly or indirectly guarantee or assure, or in effect guarantee or assure,
      the payment or performance of any indebtedness, dividend or other obligations
      of
      any other Person (the “guaranteed obligations”), or assure or in effect assure
      the holder of the guaranteed obligations against loss in respect thereof,
      including any such obligations incurred through an agreement, contingent or
      otherwise: (a) to purchase the guaranteed obligations or any property
      constituting security therefor; (b) to advance or supply funds for the purchase
      or payment of the guaranteed obligations or to maintain a working capital or
      other balance sheet condition; or (c) to lease property or to purchase any
      debt
      or equity securities or other property or services. The terms “ Guarantee ”
and
      “ Guaranteed ”
used
      as
      a verb shall have a correlative meaning. The amount of any Guarantee shall
      be
      deemed to be an amount equal to the stated or determinable amount of the primary
      obligations in respect of which such Guarantee is made or, if not stated or
      determinable, the maximum reasonably anticipated liability in respect thereof
      (assuming such Person is required to perform thereunder).




“ Guarantor ”
means
      any Person, including, without limitation, any Subsidiary Guarantor, which
      is a
      guarantor hereunder as of the Effective Time or which becomes a guarantor
      hereunder after the Effective Time.




“ Hazardous
      Materials ”
means
      all explosive or radioactive substances or wastes and all hazardous or toxic
      substances, wastes or other pollutants, including petroleum or petroleum
      distillates, asbestos or asbestos containing materials, polychlorinated
      biphenyls, radon gas, infectious or medical wastes and all other substances
      or
      wastes of any nature, in each case regulated or subject to regulation pursuant
      to any Environmental Law.




“ Indebtedness ”
means,
      without duplication, with respect to any Person (the “subject Person”), all
      liabilities, obligations and indebtedness of the subject Person to any other
      Person, of any kind or nature, now or hereafter owing, arising, due or payable,
      howsoever evidenced, created, incurred, acquired or owing, whether primary,
      secondary, direct, contingent, fixed or otherwise, consisting of indebtedness
      for borrowed money or the deferred purchase price of property, excluding
      purchases of property, product, merchandise and services in the ordinary course
      of business, but including (a) in the case of the Credit Parties, all
      Obligations; (b) all obligations and liabilities of any Person secured by any
      Lien on the subject Person’s property, even though the subject Person shall not
      have assumed or become liable for the payment thereof; (except unperfected
      Liens
      incurred in the ordinary course of business and not in connection with the
      borrowing of money); *provided,
      however* ,
      that
      all such obligations and liabilities which are limited in recourse to such
      property shall be included in Indebtedness only to the extent of the book value
      of such property as would be shown on a balance sheet of the subject Person
      prepared in accordance with GAAP; (c) all Capital Lease Obligations and other
      obligations or liabilities created or arising under any conditional sale or
      other title retention agreement with respect to property used or acquired by
      the
      subject Person, even if the rights and remedies of the lessor, seller or lender
      thereunder are limited to repossession of such property; *provided,
      however* ,
      that
      all such obligations and liabilities which are limited in recourse to such
      property shall be included in Indebtedness only to the extent of the book value
      of such property as would be shown on a balance sheet of the subject Person
      prepared in accordance with GAAP; (d) all obligations and liabilities under
      Guarantees; (e) the present value of lease payments due under synthetic
      leases; (f) all obligations and liabilities under any asset securitization
      or sale/leaseback transaction; and (g) obligations of such Person in respect
      of
      letters of credit or similar instruments issued or accepted by banks and other
      financial institutions for the account of such Person; *provided,
      further* ,
      however, that in no event shall the term Indebtedness include the Capital Stock
      surplus, retained earnings, minority interests in the common stock of
      Subsidiaries, lease obligations (other than pursuant to (c) or (e) above),
      reserves for deferred income taxes and investment credits, other deferred
      credits or reserves.




11




“ Indemnified
      Taxes ”
means
      all Taxes other than (a) Excluded Taxes and Other Taxes and (b) amounts
      constituting penalties or interest imposed with respect to Excluded Taxes or
      Other Taxes.




“ Intercompany
      Indebtedness ”
has
      the
      meaning assigned to such term in Section 10.9.




“ Interest
      Expense ”
means,
      for any period, the sum, without duplication, for the Credit Parties (determined
      on a consolidated basis without duplication in accordance with GAAP), of the
      following: (a) all interest in respect of Indebtedness accrued or paid during
      such period, but excluding capitalized debt acquisition costs (including fees
      and expenses related to this Agreement) plus (b) all
      fees and expenses, (but excluding reimbursement of legal fees) incurred
      hereunder during such period.




“ Interest
      Payment Date ” has
      the
      meaning assigned to such term in Section 2.1(c).




“ Investment ”
means,
      for any Person: (a) the acquisition (whether for cash, Property, services or
      securities or otherwise) of Capital Stock, bonds, notes, debentures,
      partnership, limited liability company or other ownership interests or other
      securities of any other Person or any agreement to make any such acquisition
      (including, without limitation, any “short sale” or any sale of any securities
      at a time when such securities are not owned by the Person entering into such
      short sale); (b) the making of any deposit with, or advance, loan or other
      extension of credit to, any other Person (including the purchase of Property
      from another Person subject to an understanding or agreement, contingent or
      otherwise, to resell such Property to such Person, but excluding any such
      advance, loan or extension of credit representing the purchase price of
      inventory or supplies sold by such Person in the ordinary course of business *provided* that in
      no event shall the term of any such inventory or supply advance, loan or
      extension of credit exceed 180 days); or (c) the entering into of any Guarantee
      of, or other contingent obligation with respect to, Indebtedness or other
      liability of any other Person and (without duplication) any amount committed
      to
      be advanced, lent or extended to such Person. Notwithstanding the foregoing,
      none of the following shall be deemed “ Investments ”
for
      purposes hereof: (i) Capital Expenditures, (ii) acquisitions of inventory in
      the
      ordinary course of business, and (iii) acquisitions of current assets in the
      ordinary course of business.




“ Lenders ”
means
      the Persons listed on Schedule 2.1 and any
      other Person that shall have become a party hereto pursuant to an Assignment
      and
      Acceptance Agreement, other than any such Person that ceases to be a party
      hereto pursuant to an Assignment and Acceptance Agreement.




“ Lien ”
means,
      with respect to any asset, (a) any mortgage, deed of trust, lien, pledge,
      hypothecation, encumbrance, charge or security interest in, on or of such asset,
      (b) the interest of a vendor or a lessor under any conditional sale agreement,
      capital lease or title retention agreement (or any financing lease having
      substantially the same economic effect as any of the foregoing), other than
      an
      operating lease, relating to such asset and (c) in the case of securities,
      any
      purchase option, call or similar right of a third party with respect to such
      securities.




“ Loan
      Documents ”
means
      this Agreement, the Term Notes, the Pledge and Security Agreement, any
      intellectual property security agreement, the Warrants, the Registration Rights
      Agreement and any other instruments or documents executed and delivered or
      to be
      delivered to the Lender from time to time pursuant to this Agreement, as the
      same may be supplemented and amended from time to time in accordance with their
      respective terms.




“ Loan
      Notice ”
means
      a
      notice of a Borrowing of Term Loans pursuant to Section 2.1(b), which shall
      be
      substantially in the form of Exhibit
      A .




12




“ Make
      Whole Amount ”
means
      an amount equal to the positive difference, if any, between (i) the present
      value (computed using the Discount Rate) as of any date of prepayment of all
      or
      any portion of the Term Loans of all remaining scheduled payments of principal
      and interest (computed based on the applicable Term Loan Rate and the Term
      Loan
      Rate) required to be paid in respect of the portion of the Term Loans to be
      prepaid, and (ii) the outstanding principal amount of the portion of the Term
      Loans to be prepaid as of such prepayment date plus accrued and unpaid interest
      in respect of such portion of the Term Loans through such prepayment
      date.




“ Material
      Adverse Effect ”
means
      (a) a material adverse change in, or a material adverse effect upon, the
      operations, business, properties or condition (financial or otherwise) of the
      Credit Parties taken as a whole; (b) a material impairment of the ability of
      any
      Credit Party to perform under any Loan Document to which it is a party or the
      rights of or benefits available to the Lenders under the Loan Documents; or
      (c)
      a material adverse effect upon the legality, validity, binding effect or
      enforceability against any Credit Party of any material Loan Document to which
      it is a party.




“ Material
      Indebtedness ”
means
      Indebtedness (other than the Term Loans, in an aggregate principal amount
      exceeding **** $100,000.




“ Multiemployer
      Plan ”
means
      a
      multiemployer plan as defined in Section 4001(a)(3) of ERISA.




“ Net
      Cash Payments ”
      means,




(a)  with
      respect to any Casualty Event, the aggregate amount of cash proceeds of
      insurance, condemnation awards and other compensation received by the Credit
      Parties in respect of such Casualty Event net of (i) reasonable expenses
      incurred by the Credit Parties in connection therewith and (ii) contractually
      required repayments of Indebtedness to the extent secured by a Lien on such
      property and (iii) any income and transfer taxes payable by the Credit Parties
      in respect of such Casualty Event;




(b)  with
      respect to any Disposition, the aggregate amount of all cash payments received
      by the Credit Parties directly or indirectly in connection with such
      Disposition, whether at the time of such Disposition or after such Disposition
      under deferred payment arrangements or Investments entered into or received
      in
      connection with such Disposition, net of (i) the amount of any legal, title,
      transfer and recording tax expenses, commissions and other fees and expenses
      payable by the Credit Parties in connection therewith, (ii) any Federal, state
      and local income or other Taxes estimated to be payable by the Credit Parties
      as
      a result thereof, (iii) any repayments by the Credit Parties of Indebtedness
      to
      the extent that such Indebtedness is secured by a Lien on the property that
      is
      the subject of such Disposition and the transferee of (or holder of a Lien
      on)
      such property requires that such Indebtedness be repaid as a condition to the
      purchase of such property, and (iv) any repayments by the Credit Parties to
      minority stockholders if and to the extent permitted hereby; and




(c)  with
      respect to any incurrence of Indebtedness or offering of equity securities,
      the
      aggregate amount of all cash proceeds received by the Credit Parties therefrom
      less all legal, underwriting and similar fees and expenses incurred in
      connection therewith.




“ New
      Subsidiary ”
has
      the
      meaning assigned to such term in Section 6.11.




13




“ Obligations ”
means
      (a) the aggregate outstanding principal balance of and all interest on the
      Term
      Loans made by the Lenders to the Borrowers (including any interest accruing
      after the commencement of any proceeding by or against the Borrowers under
      the
      federal bankruptcy laws, as now or hereafter constituted, or any other
      applicable federal or state bankruptcy, insolvency or other similar law, and
      any
      other interest that would have accrued but for the commencement of such
      proceeding, whether or not any such interest is allowed as a claim enforceable
      against the Borrowers in any such proceeding), and (b) all fees, costs, charges,
      expenses and other obligations from time to time owing to the Lender or any
      Affiliate of the Lender by the Credit Parties hereunder or under any other
      Loan
      Document.




“ OFAC
      Regulations ”
has
      the
      meaning assigned to such term in Section 4.22.




“ Other
      Taxes ”
means
      any and all present or future stamp or documentary taxes or any other excise
      or
      property taxes, charges or similar levies arising from any payment made
      hereunder or from the execution, delivery or enforcement of, or otherwise with
      respect to, this Agreement and the other Loan Documents, *provided* that
      there shall be excluded from “Other Taxes” all Excluded Taxes.




“ Patents ”
means
      all patents issued or assigned to and all patent applications made by the Credit
      Parties and, to the extent that the grant of a security interest does not cause
      a breach or termination thereof, all exclusive and nonexclusive licenses to
      the
      Credit Parties from third parties or rights to use patents owned by such third
      parties, including, without limitation, the patents, patent applications and
      licenses listed on Schedule
      4.5 (b) and (c) hereto,
      along with any and all (a) inventions and improvements described and claimed
      therein, (b) reissues, divisions, continuations, extensions and
      continuations-in-part thereof, (c) income, royalties, damages, claims and
      payments now and hereafter due and/or payable under and with respect thereto,
      including, without limitation, damages and payments for past or future
      infringements thereof, (d) rights to sue for past, present and future
      infringements thereof, and (e) any other rights corresponding thereto throughout
      the world.




“ Pension
      Plan ”
means
      any Plan that is a defined benefit pension plan subject to the provisions of
      Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA,
      and in respect of which any Credit Party or any ERISA Affiliate is (or, if
      such
      plan were terminated, would under Section 4069 of ERISA be deemed to be) an
“employer” as defined in Section 3(5) of ERISA.




“ Permitted
      Investments ”
      means:




(a)  direct
      obligations of, or obligations the principal of and interest on which are
      unconditionally guaranteed by, the United States of America (or by any agency
      thereof to the extent such obligations are backed by the full faith and credit
      of the United States of America), in each case maturing within one year from
      the
      date of acquisition thereof;




(b)  investments
      in commercial paper maturing
      within 90 days from the date of acquisition thereof and having, at such date
      of
      acquisition, the credit rating of both A-1 from Standard and Poor’s Ratings
      Service (or the highest equivalent rating of any successor service) and P-1
      from
      Moody’s Investors Service, Inc. (or the highest equivalent rating of any
      successor service), other than commercial paper secured by leveraged
      collateralized debt obligations and asset-backed securities;




(c)  investments
      in certificates of deposit, banker’s acceptances and time deposits maturing
      within one year from the date of acquisition thereof
      issued or guaranteed by or placed with, and money market deposit accounts issued
      or offered by, any domestic office of any commercial bank organized under the
      laws of the United States of America or any State thereof which has a combined
      capital and surplus and undivided profits of not less than
      $100,000,000;




14




(d)  fully
      collateralized repurchase agreements with a term of not more than 30 days for
      securities described in clause (a) above and entered into
      with a financial institution satisfying the criteria described in clause (c)
      above;




(e)  investments
      in money market mutual funds that are rated AAAm by Standard &
      Poor’s Rating Service; and




(f)  obligations
      of any corporation organized under the laws of state of the United States of
      America or under the laws of any other nation, payable in the United States
      of
      America, expressed to mature not later than 180 days following the date of
      issuance thereof and rated in an investment grade rating category by Standard
      & Poors and Moody’s.




“ Permitted
      Liens ”
has
      the
      meaning set forth in Section 7.2.




“ Person ”
means
      any natural person, corporation, limited liability company, trust, joint
      venture, association, company, partnership, Governmental Authority or other
      entity.




“ Plan ”
means
      any employee benefit plan within the meaning of Section 3(3) of ERISA in
      which any Credit Party or any ERISA Affiliate is an “employer” as defined in
      Section 3(5) of ERISA, including, but not limited to, any Pension Plan or
      Multiemployer Plan.




“ Pledge
      and Security Agreement ”
means
      the Pledge and Security Agreement in substantially the form of Exhibit
      E annexed
      hereto executed by each of the Credit Parties and delivered to the Agent on
      the
      Closing Date, as the same may be modified or amended from time to time with
      the
      consent of the Agent.




“ Post-Approval
      Borrowing Base ”
means,
      at the relevant time of reference thereto, an amount reasonably determined
      by
      the Agent by reference to the most recent Borrowing Base Certificate delivered
      by the Borrowers after the approval of any BLA to the Agent and the Lenders
      that
      is equal to the sum of:




(a)
      the
      lower of cost or market of the Eligible Blood Plasma Inventory that is comprised
      of raw human blood plasma, plus




(b)
      75%
      of Eligible Accounts, plus




(c)
      100%
      of Excess Cash; plus




(d)
      65%
      of the lower of cost or market of the Eligible Cinryze Inventory located in
      the
      United States, plus




(e)
      if
      Sanquin has executed and delivered to the Agent a control agreement, in form
      and
      substance reasonably satisfactory to the Agent, 50% of the lower of cost or
      market of the Eligible Sanquin Inventory.




In
      determining the Post-Approval Borrowing Base from time to time, the Agent may,
      but shall not be required to, rely upon reports or analyses generated by the
      Borrowers (including, without limitation, Borrowing Base Certificates) and
      reports or analyses generated by or on behalf of the Agent or any Lender.
      Notwithstanding anything to the contrary set forth herein, the Agent may in
      its
      reasonable credit judgment at any time and from time to time upon three (3)
      Business Days prior notice, adjust the percentages of Eligible Accounts and
      undrawn amount of documentary letters of credit included within the
      Post-Approval Borrowing Base.




15




“ Post-Control
      Agreement Borrowing Base ”
means,
      at the relevant time of reference thereto, an amount reasonably determined
      by
      the Agent by reference to the most recent Borrowing Base Certificate delivered
      by the Borrowers to the Agent and the Lenders that is equal to the sum
      of:




(a)
      the
      lower of cost or market of the Eligible Blood Plasma Inventory that is comprised
      of raw human blood plasma, plus




(b)
      75%
      of Eligible Accounts, plus




(c)
      100%
      of Excess Cash; plus




(d)
      65%
      of the lower of cost or market of the Eligible Cinryze Inventory located in
      the
      United States, plus




(e)
      if
      Sanquin has executed and delivered to the Agent a Control Agreement in form
      and
      substance reasonably satisfactory to the Agent, 70% of the lower of cost or
      market of the Eligible Sanquin Inventory in which the Agent, for the benefit
      of
      the Lenders, has obtained a perfected first priority security interest, plus




(f)
      70%
      of Eligible Foreign Accounts in which the Agent, for the benefit of the Lenders
      , has obtained a perfected first priority security interest.




In
      determining the Post-Control Agreement Borrowing Base from time to time, the
      Agent may, but shall not be required to, rely upon reports or analyses generated
      by the Borrowers (including, without limitation, Borrowing Base Certificates)
      and reports or analyses generated by or on behalf of the Agent or any Lender.
      Notwithstanding anything to the contrary set forth herein, the Agent may in
      its
      reasonable credit judgment at any time and from time to time upon three (3)
      Business Days prior notice, adjust the percentages of Eligible Foreign Accounts
      included within the Post-Control Agreement Borrowing Base.




“ Post-Default
      Rate ”
means,
      a rate per annum equal to the Term Loan Rate plus two
      percent (2%).




“ Pre-Approval
      Borrowing Base ”
means,
      at the relevant time of reference thereto, an amount reasonably determined
      by
      the Agent by reference to the most recent Borrowing Base Certificate delivered
      by the Borrowers to the Agent and the Lenders, prior to the approval of any
      BLA,
      that is equal to the sum of:




(a)
      the
      lower of cost or market of the Eligible Blood Plasma Inventory that is comprised
      of raw human blood plasma, plus




(b)
      75%
      of Eligible Accounts, plus




(c)
      100%
      of Excess Cash.




In
      determining the Pre-Approval Borrowing Base from time to time, the Agent may,
      but shall not be required to, rely upon reports or analyses generated by the
      Borrowers (including, without limitation, Borrowing Base Certificates) and
      reports or analyses generated by or on behalf of the Agent or any Lender.
      Notwithstanding anything to the contrary set forth herein, the Agent may in
      its
      reasonable credit judgment at any time and from time to time upon three (3)
      Business Days prior notice, adjust the percentages of Eligible Accounts included
      within the Pre-Approval Borrowing Base.




“ Prepayment
      Fee ”
has
      the
      meaning assigned to such term in Section 2.2.




16




“ Property ”
means
      any interest of any kind in property or assets, whether real, personal or mixed,
      and whether tangible or intangible.




“ Proprietary
      Rights ”
means,
      with respect to any Credit Party, all Patents, Trademarks and Copyrights and
      other intellectual property material to such Credit Party’s
      business.




“ PTO ”
means
      the United States Patent and Trademark Office or any successor or substitute
      office in which filings are necessary or, in the opinion of the Agent, desirable
      in order to create or perfect Liens on any Registered Proprietary
      Rights.




“ Real
      Property Asset ”
means,
      at any time of determination, any and all real property owned, leased or
      subleased by the Credit Parties.




“ Reference
      Period ”
means
      with respect to any date of determination, (except as may be otherwise expressly
      provided herein) the period of twelve consecutive calendar months of the
      immediately preceding such date of determination; *provided* that for
      purposes of determining the Fixed Charge Coverage Ratio and Senior Leverage
      Ratio for (i) the twelve (12) month period ending December 31, 2008, such ratios
      shall be calculated for the six (6) month period ending December 31, 2008 and
      (ii) for the twelve (12) month period ending March 31, 2009 such ratios shall
      be
      calculated as for the nine (9) month period ending March 31, 2009.




“ Register ”
has
      the
      meaning assigned to such term in Section 10.4.




“ Registered
      Proprietary Rights ”
has
      the
      meaning assigned to such term in Section 4.5(c).




“ Registration
      Rights Agreement ”
means
      the Registration Rights Agreement, dated the Closing Date, in substantially
      the
      form of Exhibit
      G annexed
      hereto, among Lev and the Lenders, as the same may be modified or amended from
      time to time.




“ Related
      Parties ”
means,
      with respect to any specified Person, such Person’s Affiliates and the
      respective directors, officers, employees, agents and advisors of such Person
      and such Person’s Affiliates.




“ Required
      Lenders ”
means,
      at any time, Lenders whose Applicable Percentage is more than 50% of the
      Commitment or if the Commitment has been terminated, the outstanding Term Loans
      and participations.




“ Restricted
      Junior Payment ”
means
      (i) any dividend or other distribution, direct or indirect, on account of any
      shares of any class of Capital Stock in, any Credit Party or any Subsidiary
      now
      or hereafter outstanding, except a dividend payable solely in shares of Capital
      Stock, (ii) any redemption, retirement, sinking fund or similar payment,
      purchase or other acquisition for value, direct or indirect, of any shares
      of
      any class of Capital Stock in, any Credit Party or any Subsidiary now or
      hereafter outstanding (other than the payments to retire or cancel any
      fractional shares of Capital Stock in connection with any stock split or
      consolidation), (iii) any payment made to retire, or to obtain the surrender
      of,
      any outstanding warrants, options or other rights to acquire shares of any
      class
      of Capital Stock in, any Credit Party or any Subsidiary, and (iv) any payment
      made to any Affiliates of any Credit Party or any Subsidiary in respect of
      management, consulting or other similar services provided to any Credit Party
      or
      any Subsidiary.




“ Sanquin ”
means
      Sanquin Blood Supply Foundation, an Amsterdam-based not-for-profit
      organization.




17




“ SEC
      Reports ”
has
      the
      meaning assigned to such term in Section
      4.12 .




“ Senior
      Debt ”
means,
      as at any date of determination thereof, the aggregate amount of all
      Indebtedness owing from the Borrowers to the Lenders under the Loan
      Documents.




“ Senior
      Leverage Ratio ”
means,
      at any date of determination thereof, the ratio of (a) Senior Debt as of such
      date to (b) EBITDA of the Credit Parties during the applicable Reference Period
      ending on such date.




“ Special
      Counsel ”
means
      Edwards Angell Palmer & Dodge LLP, in its capacity as special counsel to the
      Lender.




“ Subsidiary ”
means,
      with respect to any Person (the “ parent ”)
      at any
      date, any corporation, limited liability company, partnership, association
      or
      other entity the accounts of which would be consolidated with those of the
      parent in the parent’s consolidated financial statements if such financial
      statements were prepared in accordance with GAAP as of such date, as well as
      any
      other corporation, limited liability company, partnership, association or other
      entity (a) of which securities or other ownership interests representing more
      than 50% of the ordinary voting power or, in the case of a partnership, more
      than 50% of the general partnership interests are, as of such date, owned,
      controlled or held, or (b) that is, as of such date, otherwise Controlled,
      by
      the parent and/or one or more subsidiaries of the parent. References herein
      to
“ Subsidiaries ”
shall,
      unless the context requires otherwise, be deemed to be references to
      Subsidiaries of the Borrowers.




“ Subordinated
      Indebtedness ”
means
      any other Indebtedness of the Credit Parties incurred after the Closing Date
      in
      the aggregate principal amount not to exceed $10,000,000 with the consent of
      the
      Agent, which consent shall not be unreasonably withheld or delayed, that by
      its
      terms (or by the terms of the instrument under which it is outstanding and
      to
      which appropriate reference is made in the instrument evidencing such
      Subordinated Indebtedness) is made subordinate and junior in right of payment
      to
      the Term Loans and to the other Obligations of the Credit Parties by provisions
      in form and substance reasonably satisfactory to the Agent and Special
      Counsel.




“ Subsidiary
      Guarantor ”
means,
      any Subsidiary of the Borrowers, which becomes a Guarantor hereunder after
      the
      Effective Time by complying with the requirements of Section 6.11.




“ Taxes ”
means
      any and all present or future taxes, levies, imposts, duties, deductions,
      charges or withholdings imposed by any Governmental Authority.




“ Term
      Loans ”
has
      the
      meaning specified in Section 2.1.




“ Term
      Loan Maturity Date ”
means
      the earlier to occur of (a) November 1, 2010, and (b) the date of acceleration
      of the Term Loans pursuant to Section 8.1 hereof.




“ Term
      Loan Rate ”
means
      13.5%.




“ Term
      Notes ”
means
      the promissory notes, substantially in the form of Exhibit
      D annexed
      hereto, issued by the Borrowers in favor of the Lenders and evidencing the
      Term
      Loans.




“ Total
      Commitment ”
means
      the aggregate amount of the Commitments of all Lenders hereunder.




18




“ Total
      Voting Power ”
means,
      with respect to any Person, the total number of votes which holders of
      securities having the ordinary power to vote, in the absence of contingencies,
      are entitled to cast in the election of directors of such Person.




“ Trademarks ”
means
      all trademarks (including service marks), federal and state trademark
      registrations and applications made by the Credit Parties, common law trademarks
      and trade names owned by or assigned to the Credit Parties, all registrations
      and applications for the foregoing and all exclusive and nonexclusive licenses
      from third parties of the right to use trademarks of such third parties,
      including, without limitation, the registrations, applications, unregistered
      trademarks, service marks and licenses listed on Schedule
      4.5(b) and (c) hereto,
      along with any and all (a) renewals thereof, (b) income, royalties, damages
      and
      payments now and hereafter due and/or payable with respect thereto, including,
      without limitation, damages, claims and payments for past or future
      infringements thereof, (c) rights to sue for past, present and future
      infringements thereof, and (d) foreign trademarks, trademark registrations,
      and
      trade name applications for any thereof and any other rights corresponding
      thereto throughout the world.




“ UCC ”
means
      the Uniform Commercial Code (or any similar or equivalent legislation) as in
      effect from time to time, of New York or of any other state the laws of which
      are required as a result thereof to be applied in connection with the
      attachment, perfection or priority of, or remedies with respect to, the Liens
      in
      favor of the Agent and the Lenders in any portion of the
      Collateral.




“ USA
      Patriot Act ”
means
      the Uniting and Strengthening America by Providing Appropriate Tools Required
      to
      Intercept and Obstruct Terrorism Act of 2001, Pub. L. No. 107-56, 115 Stat.
      272
      (2001), as the same has been, or shall hereafter be, renewed, extended, amended
      or replaced.




“ U.S.
      Dollars ”
or
      “ $ ”
refers
      to lawful money of the United States of America.




“ Warrants ”
means
      the warrants in substantially the form of Exhibit
      F annexed
      hereto executed by Lev and delivered to the Lenders on the Closing Date, which
      warrants shall be immediately exercisable for 900,000 common stock, $.01 par
      value per share of Lev, for a period of three years following the Closing Date,
      with a strike price based on the volume weighted average share price of Lev,
      as
      calculated by Bloomberg VWAP function for the 30 trading days preceding the
      Closing Date.




“ Wholly
      Owned Subsidiary ”
means,
      with respect to any Person at any date, any corporation, limited liability
      company, partnership, association or other entity of which securities or other
      ownership interests representing 100% of the equity or ordinary voting power
      (other than directors’ qualifying shares) or, in the case of a partnership, 100%
      of the general partnership interests are, as of such date, directly or
      indirectly owned, controlled or held by such Person or one or more Wholly Owned
      Subsidiaries of such Person or by such Person and one or more Wholly Owned
      Subsidiaries of such Person.




“ Withdrawal
      Liability ”
means
      liability to a Multiemployer Plan as a result of a complete or partial
      withdrawal from such Multiemployer Plan, as such terms are defined in Part
      I of
      Subtitle E of Title IV of ERISA.




1.2  **Terms
      Generally** .
      The
      definitions of terms herein shall apply equally to the singular and plural
      forms
      of the terms defined. Whenever the context may require, any pronoun shall
      include the corresponding masculine, feminine and neuter forms. The words
“include”, “includes” and “including” shall be deemed to be followed by the
      phrase “without limitation”. The word “will” shall be construed to have the same
      meaning and effect as the word “shall”. Unless the context requires otherwise
      (a) any definition of or reference to any agreement, instrument or other
      document herein shall be construed as referring to such agreement, instrument
      or
      other document as from time to time amended, supplemented or otherwise modified
      (subject to any restrictions on such amendments, supplements or modifications
      set forth herein), (b) any reference herein to any Person shall be construed
      to
      include such Person’s successors and assigns, (c) the words “herein”, “hereof”
and “hereunder”, and words of similar import, shall be construed to refer to
      this Agreement in its entirety and not to any particular provision hereof,
      (d)
      all references herein to Articles, Sections, Exhibits and Schedules shall be
      construed to refer to Articles and Sections of, and Exhibits and Schedules
      to,
      this Agreement and (e) the words “asset” and “property” shall be construed to
      have the same meaning and effect and to refer to any and all tangible and
      intangible assets and properties, including cash, securities, accounts and
      contract rights.




19




1.3  **Accounting
      Terms; GAAP** .
      Except
      as otherwise expressly provided herein, all terms of an accounting or financial
      nature shall be construed in accordance with GAAP, as in effect from time to
      time; *provided* that, if
      the Borrowers notify the Agent that the Borrowers request an amendment to any
      provision hereof to eliminate the effect of any change occurring after the
      date
      hereof in GAAP or in the application thereof on the operation of such provision
      (or if the Agent notifies the Borrowers that the Required Lenders request an
      amendment to any provision hereof for such purpose), regardless of whether
      any
      such notice is given before or after such change in GAAP or in the application
      thereof, then such provision shall be interpreted on the basis of GAAP as in
      effect and applied immediately before such change shall have become effective
      until such notice shall have been withdrawn or such provision shall have been
      amended in accordance herewith.




1.4  **Joint
      and Several Obligations; Designated Financial Officers** .




(a)  All
      Obligations of the Credit Parties hereunder shall be joint and several. Any
      notice, request, waiver, consent or other action made, given or taken by any
      Credit Party shall bind all Credit Parties.




(b)  Each
      Credit Party hereby authorizes each of the Designated Financial Officers listed
      in Schedule
      1.4 hereto
      to act as agent for each Credit Party and to execute and deliver on behalf
      of
      each Credit Party such notices, requests, waivers, consents, certificates and
      other documents, and to take any and all actions required or permitted to be
      delivered or taken by any Credit Party hereunder. The Borrowers may replace
      any
      of the Designated Financial Officers listed in Schedule 1.4 hereto or add any
      additional Designated Financial Officers by delivering written notice to the
      Agent specifying the names of each new Designated Financial Officer and the
      offices held by each such Person. Each Credit Party hereby agrees that any
      such
      notices, requests, waivers, consents, certificates and other documents executed,
      delivered or sent by any Designated Financial Officer and any such actions
      taken
      by any Designated Financial Officer shall bind each Credit Party.




**ARTICLE
      2**




**The
      Term Loan**




2.1  **Term
      Loans** .




(a)  Term
      Loans and Borrowings .
      Subject
      to the terms and conditions set forth herein and only during the Availability
      Period, each Lender severally agrees to make term loans (collectively, the
      “ Term
      Loans ”)
      to the
      Borrowers in an aggregate amount not to exceed the lesser of (i) such Lender’s
      Commitment or (ii) an amount equal to such Lender’s Applicable Percentage of the
      Borrowing Base at such time. Principal amounts of the Term Loans that have
      been
      repaid or prepaid may not be reborrowed. The failure of any Lender to make
      any
      Term Loan required to be made by it shall not relieve any other Lender of its
      obligations hereunder; *provided* that the
      Commitments of the Lenders are several and no Lender shall be responsible for
      any other Lender’s failure to make Term Loans as required herein.




20




(b)  Funding
      of Borrowings.




(i)  The
      initial Borrowing shall be made on the Closing Date in the principal amount
      of
      $10,000,000.




(ii)  Each
      subsequent Borrowing shall be made upon Borrowers’ irrevocable notice to the
      Agent (a “ Loan
      Notice ”).
      The
      Borrowers may not request a Borrowing more frequently than once every two weeks.
      Each Loan Notice must be received by the Agent not later than 12:00 p.m. two
      Business Days prior to the requested date of any Borrowing. Such Loan Notice
      shall include a certification signed by a Designated Financial Officer confirming
      that (A) all representations and warranties set forth in this Agreement and
      the other Loan Documents are true and correct in all material respects, in
      each
      case, on and as of the date of such Borrowing both before and after giving
      effect thereto and to the use of the proceeds thereof (or, if any such
      representation or warranty is expressly stated to have been made as of a
      specific date, such representation or warranty shall be or have been true and
      correct as of such specific date and *provided* that, to the extent any change in circumstances expressly permitted by this
      Agreement causes any representation and warranty set forth therein to no longer
      be true, such representation and warranty shall be deemed modified to reflect
      such change in circumstances), (B) at the time of and immediately after giving
      effect to such Borrowing requested hereunder, no Event of Default shall have
      occurred and be continuing and (C) at the time of, and immediately after giving
      effect to, such Borrowing, the aggregate principal balance of the Term Loans
      shall not exceed the lesser of the Commitments or the Borrowing Base then in
      effect ( *provided* that the Borrowers shall not be required to submit any calculations
      demonstrating compliance unless the same are requested in writing by the
      Agent) .
      Each
      Borrowing shall be in a principal amount of $1,000,000 or a whole multiple
      of
      $1,000,000 in excess thereof. Each Loan Notice shall specify the requested
      date
      of the Borrowing (which shall be a Business Day) and the principal amount of
      the
      Term Loans to be borrowed.




(iii)  Following
      receipt of a Loan Notice, the Agent shall promptly notify each Lender of the
      amount of such Lender’s Term Loan to be made as a part of the requested
      Borrowing. Each Lender shall make the amount of its Term Loan available to
      the
      Agent in immediately available funds at the Agent’s office not later than 1:00
      p.m. on the Business Day specified in the applicable Loan Notice. Upon
      satisfaction of the applicable conditions set forth in Article
      5 ,
      the
      Agent shall make all funds so received available to the Borrowers in like funds
      as received by the Agent either by wire transfer of such funds in accordance
      with instructions set forth in the Loan Notice and reasonably acceptable to
      the
      Agent.




(c)  Interest
      on the Term Loan .
      The
      outstanding principal amount of the Term Loans shall bear interest at the rates
      and in the amounts set forth below, which shall be payable as set forth
      below:




(i)  from
      the
      Closing Date until November 1, 2008, the outstanding principal amount of the
      Term Loans shall bear interest at a rate per annum equal to the Term Loan Rate,
      and all such accrued interest thereon shall be added to the outstanding
      principal balance of the Term Loans on the first day of each month or, if any such date shall not be a Business Day, on the next succeeding
      Business Day to occur after such date (each date upon which interest shall
      be so
      added to principal, an “ Interest
      Payment Date ”) ;
      and




(ii)  from
      November 2, 2008 until the Term Loan Maturity Date, at the Borrowers’
      option, (A) the Borrowers’ shall pay cash interest on the outstanding
      principal amount of the Term Loans at
      a rate per annum equal to the Term
      Loan
      Rate , payable
      in arrears on each Interest Payment Date ,
      or (B) (I) the Borrowers’ shall pay cash interest on the outstanding
      principal amount of the Term Loans at
      a rate per annum equal to 10.5%, payable
      in arrears on each Interest Payment Date, and (II) the
      outstanding principal amount of the Term Loans shall also bear interest at
      a
      rate per annum equal to 3.0%, and all such accrued interest shall be added
      to
      the outstanding principal balance of the Term Loans on each Interest Payment
      Date.




21




(iii)  interest
      accrued at the Post-Default Rate shall be payable on demand, and to the extent
      not previously paid hereunder, all accrued interest on the Term Loans shall
      be
      payable on each date that any portion of the principal of the Term Loans shall
      be payable hereunder and on the Term Loan Maturity Date.




(iv)  Notwithstanding
      the foregoing, (A) during the period when any Event of Default shall have
      occurred and be continuing, all accrued interest shall be payable in cash (B)
      any portion of the Term Loans which are not paid when due shall automatically
      bear interest until paid in full at the Post-Default Rate, (C) during the period
      when any Event of Default under clauses (g), (h) or (i) of Section 8.1
      shall have occurred and be continuing, the outstanding principal balance of
      the
      Term Loans shall automatically bear interest at the Post-Default Rate and (D)
      if
      there shall occur and be continuing any Event of Default (other than an Event
      of
      Default of the type described in clauses (g) (h) or (i) of Section 8.1),
      following written notice delivered to the Borrowers from the Agent at the
      request of the Required Lenders, the outstanding principal balance of the Term
      Loans shall bear interest at the Post-Default Rate during the period beginning
      on the date such Event of Default first occurred, and ending on the date such
      Event of Default is cured or waived.




(v)  All
      interest hereunder shall be computed on the basis of a year of 360 days, and
      in
      each case shall be payable for the actual number of days elapsed (including
      the
      first day but excluding the last day).




(d)  Repayment
      of Term Loans .
      The
      Borrowers hereby unconditionally promise to pay to the Agent for the account
      of
      the Lenders the entire unpaid principal amount of the Term Loans on the Term
      Loan Maturity Date.




(e)  Loan
      Accounts .
      Each
      Lender shall maintain in accordance with its usual practice an account
      evidencing the Indebtedness of the Borrowers to such Lender in respect of the
      Term Loans, including the amounts of principal and interest payable and paid
      to
      such Lender from time to time hereunder. The Agent shall maintain accounts
      in
      which it shall record the amount of each Lender’s portion of the Term Loans made
      hereunder, the amount of any principal or interest due and payable or to become
      due and payable from the Borrowers to each Lender hereunder and the amount
      of
      any sum received by the Agent hereunder for the account of the Lenders and
      each
      Lender’s share thereof. The entries made in the account maintained by the Agent
      pursuant to this subsection  2.2(d) shall be conclusive evidence of the
      existence and amounts of the obligations recorded therein absent manifest error; *provided* that the
      failure of the Agent to maintain such account or any error therein shall not
      in
      any manner affect the obligation of the Borrowers to repay the Term Loans in
      accordance with the terms of this Agreement.




(f)  Term
      Note .
      Prior
      to the Closing Date, the Borrowers shall prepare, execute and deliver to each
      Lender a Term Note in the principal amount of such Lender’s Commitment.
      Thereafter, such Lender’s portion of the Term Loans evidenced by such Term Note
      and interest thereon shall at all times (including after assignment pursuant
      to
      Section 10.4) be represented by one or more promissory notes in such form
      payable to the order of the payee named therein.




22




2.2  **Prepayment
      Fee** .
      In
      connection with any prepayment of all or any portion of the Term Loans, the
      Borrowers shall pay to the Agent, for the account of each Lender, in addition
      to
      the principal amount of the Term Loans prepaid (and all other amounts required
      to be paid in connection therewith), a prepayment fee (the “ Prepayment
      Fee ”)
      as
      liquidated damages for the loss of the bargain and not as a penalty, as follows:
      (a) during the period from the Closing Date until November 1, 2008, the
      Borrowers shall pay a prepayment fee equal to the Make Whole Amount, and (b)
      at
      any time after the date set forth in clause (a) hereof, the Borrowers shall
      pay
      a prepayment fee equal to (i) the product of the principal amount of the Term
      Loans being prepaid, multiplied
      by (ii) the
      applicable Prepayment Fee Percentage set forth below as in effect on the date
      such prepayment occurs:




Period
                during which Prepayment Occurs
            Applicable
                Prepayment Fee  PercentageNovember
                2, 2008 to November 2, 2009:
            5.0%November
                2, 2009 to May 1, 2010:
            2.5%May
                2, 2010 and thereafter:
            0.0%




2.3  **Payments** .




(a)  Payment
      Generally .
      The
      Borrowers shall be obligated to make each payment required to be made by the
      Borrowers hereunder (whether of principal, interest, fees or otherwise) to
      the
      Agent at its offices in Boston, Massachusetts, prior to 3:00 p.m., Boston,
      Massachusetts time, on the date when due (except that if any payment shall
      be
      due on a day that is not a Business Day, the date for payment shall be extended
      to the next succeeding Business Day, and, in the case of any payment accruing
      interest, interest thereon shall be payable for the period of such extension).
      All payments shall be made in immediately available funds, in U.S. dollars
      without set-off or counterclaim. Any amounts received after such time on any
      date may, in the reasonable discretion of the Agent, be deemed to have been
      received on the next succeeding Business Day for purposes of calculating
      interest thereon.




(b)  Application
      of Payments .
      If at
      any time insufficient funds are received by and available to the Agent to pay
      fully all amounts of principal, interest and fees then due hereunder under
      any
      circumstances, including, without limitation during, or as a result of the
      exercise by the Agent or the Lenders of remedies hereunder or under any other
      Loan Document and applicable law, such funds shall be applied (i) first, to
      pay
      interest, fees, costs and expenses then due hereunder ratably among the parties
      entitled thereto in accordance with the amounts of interest, fees, costs and
      expenses then due to such parties, (ii) second, to pay principal then due
      hereunder ratably among the parties entitled thereto in accordance with the
      amounts of principal then due to such parties, and (iii) third, to any other
      Obligations then due from the Credit Parties to the Agent or the
      Lenders.




(c)  Pro
      Rata Treatment .
      If any
      Lender shall, by exercising any right of set-off or counterclaim or otherwise,
      obtain payment in respect of any principal of or interest on any of its Term
      Loans (other than pursuant to Section 2.6), resulting in such Lender receiving
      payment of a greater proportion of the aggregate principal amount of its Term
      Loans and accrued interest thereon than the proportion of such amounts received
      by any other Lender, then the Lender receiving such greater proportion shall
      purchase (for cash at face value) participations in the Term Loans of the other
      Lenders to the extent necessary so that the benefit of such payments shall
      be
      shared by all the Lenders ratably in accordance with the aggregate amount of
      principal of and accrued interest on their respective Term Loans; *provided* that (i)
      if any such participations are purchased and all or any portion of the payment
      giving rise thereto is recovered, such participations shall be rescinded and the
      purchase price restored to the extent of such recovery, without interest unless
      the Lender from which such payment is recovered is required to pay interest
      thereon, in which case each Lender returning funds to such Lender shall pay
      its
      pro rata share of such interest, and (ii) the provisions of this paragraph
      shall
      not be construed to apply to any payment obtained by a Lender as consideration
      for the assignment of or sale of a participation in any of its Term Loans to
      any
      assignee or participant, other than to any Credit Party or any Subsidiary or
      Affiliate thereof (as to which the provisions of this paragraph shall apply).
      The Borrowers consent to the foregoing and agree, to the extent they may
      effectively do so under applicable law, that any Lender acquiring a
      participation pursuant to the foregoing arrangements may exercise against the
      Borrowers rights of set-off and counterclaim with respect to such participation
      as fully as if such Lender were a direct creditor of the Borrowers in the amount
      of such participation.


23




(d)  Agent’s
      Assumption that Borrowers will Make Payments .
      Unless
      the Agent shall have received notice from the Borrowers prior to the date on
      which any payment is due to the Agent for the account of the Lenders entitled
      thereto (the “ Applicable
      Recipient ”)
      hereunder that the Borrowers will not make such payment, the Agent may assume
      that the Borrowers have made such payment on such date in accordance herewith
      and may, in reliance upon such assumption, distribute to the Applicable
      Recipient the amount due. In such event, if the Borrowers have not in fact
      made
      such payment, then each Applicable Recipient severally agrees to repay to the
      Agent forthwith on demand the amount so distributed to such Applicable Recipient
      with interest thereon, for each day from and including the date such amount
      is
      distributed to it to but excluding the date of payment to the Agent, at the
      Federal Funds Effective Rate.




(e)  Lender’s
      Failure to Make Payment . **** If
      any
      Lender shall fail to make any payment required to be made by it pursuant to
      subsection 2.1(b), then the Agent may, in its discretion (notwithstanding any
      contrary provision hereof), apply any amounts thereafter received by the Agent
      for the account of such Lender to satisfy such Lender’s obligations under such
      subsection until all such unsatisfied obligations are fully paid.




2.4  **Prepayment
      of Term Loans** .




(a)  Optional
      Prepayments of Term Loans .
      The
      Borrowers shall have the right at any time and from time to time to prepay
      the
      Term Loans in whole or in part, which prepayment shall be accompanied by a
      prepayment of all accrued and unpaid interest and fees, subject to the payment
      of the Prepayment Fee as set forth in Section 2.2. Each optional prepayment
      shall be in a principal amount of $1,000,000 or a whole multiple of $1,000,000
      in excess thereof.




(b)  Mandatory
      Prepayments .
      The
      Borrowers shall be obligated to, and shall, make prepayments of the Term Loans,
      which prepayment shall be accompanied by a prepayment of all accrued and unpaid
      interest and fees and subject to the payment of the Prepayment Fee as set forth
      in Section 2.2, as follows:




(i)  Incurrence
      of Debt .
      Without
      limiting the obligation of the Borrowers to obtain the consent of the Required
      Lenders to any incurrence of Indebtedness not otherwise permitted hereunder,
      the
      Borrowers shall prepay the Term Loans, upon the date of any incurrence of
      Indebtedness (other than Indebtedness permitted pursuant to Section 7.1),
      in an aggregate amount equal to 100% of the amount of the Net Cash Payments
      from
      such incurrence of Indebtedness received by any Credit Party.




(ii)  Sale
      of Assets .
      Without
      limiting the obligation of the Borrowers to obtain the consent of the Required
      Lenders to any Disposition not otherwise permitted hereunder, the Borrowers
      shall prepay the Term Loans upon the date of any Disposition by any Credit
      Party, in an aggregate amount equal to 100% of the amount of such Net Cash
      Payments from such Disposition received by any Credit Party on the date of
      such
      Disposition.




24




(iii)  Proceeds
      of Casualty Events .
      Upon
      the receipt by the Agent or the Credit Parties of the proceeds of insurance,
      condemnation award or other compensation in respect of any Casualty Event
      affecting any property of the Credit Parties in excess of $200,000, the
      Borrowers shall prepay the Term Loans in an aggregate amount equal to 100%
      of
      the Net Cash Payments from such Casualty Event.




(iv)  Term
      Loans Exceed the Borrowing Base .
      If at
      any time, the outstanding Term Loans exceed the lesser of the Commitments or
      Borrowing Base, then the Borrowers shall immediately prepay the Term Loans
      in an
      aggregate amount equal to such excess, and, if applicable, the Total Commitment
      shall be permanently reduced to equal the Borrowing Base at the time of such
      mandatory prepayment.




(c)  Notification
      of Certain Prepayments .
      The
      Borrowers shall notify the Agent by telephone (confirmed by telecopy) of any
      voluntary prepayment of the Term Loans not later than 1:00 p.m., Boston,
      Massachusetts time, three Business Days before the date of such prepayment.
      The
      Borrowers shall notify the Agent of any mandatory prepayment of the Term Loans
      pursuant to subsection 2.4(b) hereunder as soon as practicable. Each such notice
      shall be irrevocable and shall specify the prepayment date and the portion
      of
      the Term Loans to be prepaid, unless with respect to a partial prepayment,
      the
      event causing such prepayment fails to occur. Promptly following receipt of
      any
      such notice relating to the prepayment of Term Loans, the Agent shall advise
      the
      Lenders of such mandatory prepayment. Upon any prepayment of the Term Loans
      in
      full, and provide that the Commitments have been terminated, the Loan Documents
      shall terminate, subject to the survival of any obligations hereunder that,
      by
      their terms, expressly survive such termination.




2.5  **Commitment
      Fee** .
      The
      Borrowers have previously paid to the Agent, for the account of each Lender
      in
      accordance with its Applicable Percentage, a commitment fee of $75,000. Agent
      hereby acknowledges receipt of the commitment fee. Such commitment fee shall
      be
      fully earned when paid and shall be non-refundable for any reason
      whatsoever.




2.6  **Taxes** .




(a)  Any
      and
      all payments by or on account of any Obligations of the Borrowers hereunder
      shall be made free and clear of and without deduction for any Indemnified Taxes
      or Other Taxes; *provided* that if
      the Borrowers shall be required to deduct any Indemnified Taxes or Other Taxes
      from such payments, then (i) the sum payable shall be increased as necessary
      so
      that after making all required deductions (including deductions applicable
      to
      additional sums payable under this Section 2.6) the Agent or any Lender
      receives an amount equal to the sum it would have received had no such
      deductions been made, (ii) the Borrowers shall make such deductions and (iii)
      the Borrowers shall pay the full amount deducted to the relevant Governmental
      Authority in accordance with applicable law.




(b)  In
      addition, the Borrowers shall pay all Other Taxes to the relevant Governmental
      Authority in accordance with applicable law.




(c)  The
      Borrowers shall indemnify the Agent, each Lender within 10 days after written
      demand therefor, for the full amount of any Indemnified Taxes or Other Taxes
      (including Indemnified Taxes or Other Taxes imposed or asserted on or
      attributable to amounts payable under this Section 2.6) paid by the Agent,
      such Lender (and any penalties, interest and reasonable expenses arising
      therefrom or with respect thereto during the period prior to the Borrowers
      making the payment demanded under this paragraph (c)), whether or not such
      Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted
      by the relevant Governmental Authority. A certificate as to the amount of such
      payment or liability delivered to the Borrowers by a Lender, or by the Agent
      on
      its behalf or on behalf of a Lender, shall be conclusive absent manifest
      error.




25




(d)  Within
      thirty (30) days after any payment of Indemnified Taxes or Other Taxes by the
      Borrowers to a Governmental Authority, the Borrowers shall deliver to the Agent
      the original or a certified copy of a receipt issued by such Governmental
      Authority evidencing such payment, a copy of the return reporting such payment
      or other evidence of such payment reasonably satisfactory to the
      Agent.




**ARTICLE
      3**




**Guarantee
      by Guarantors**




3.1  **The
      Guarantee** .
      The
      Guarantors hereby guarantee to each Lender and its successors and assigns the
      prompt payment in full when due (whether at stated maturity, by acceleration
      or
      otherwise) of the Obligations. The Guarantors hereby further agree that if
      the
      Borrowers shall fail to pay in full when due (whether at stated maturity, by
      acceleration or otherwise) any of the Obligations, the Guarantors will promptly
      pay the same, without any demand or notice whatsoever, and that in the case
      of
      any extension of time of payment or renewal of any of the Obligations, the
      same
      will be promptly paid in full when due (whether at extended maturity, by
      acceleration or otherwise) in accordance with the terms of such extension or
      renewal.




3.2  **Obligations
      Unconditional** .
      The
      obligations of the Guarantors under Section 3.1 are absolute and
      unconditional irrespective of the value, genuineness, validity, regularity
      or
      enforceability of this Agreement, the other Loan Documents or any other
      agreement or instrument referred to herein or therein, or any substitution,
      release or exchange of any other guarantee of or security for any of the
      Obligations, and, to the fullest extent permitted by applicable law,
      irrespective of any other circumstance whatsoever that might otherwise
      constitute a legal or equitable discharge or defense of a surety or guarantor,
      it being the intent of this Section 3.2 that the obligations of the
      Guarantors hereunder shall be absolute and unconditional under any and all
      circumstances. Without limiting the generality of the foregoing, it is agreed
      that the occurrence of any one or more of the following shall not alter or
      impair the liability of the Guarantors hereunder which shall remain absolute
      and
      unconditional as described above:




(i)  at
      any
      time or from time to time, without notice to such Guarantors, the time for
      any
      performance of or compliance with any of the Obligations shall be extended,
      or
      such performance or compliance shall be waived;




(ii)  any
      of
      the acts mentioned in any of the provisions hereof or of the other Loan
      Documents or any other agreement or instrument referred to herein or therein
      shall be done or omitted;




(iii)  the
      maturity of any of the Obligations shall be accelerated, or any of the
      Obligations shall be modified, supplemented or amended in any respect, or any
      right hereunder or under the other Loan Documents or any other agreement or
      instrument referred to herein or therein shall be waived or any other guarantee
      of any of the Obligations or any security therefor shall be released or
      exchanged in whole or in part or otherwise dealt with; or




(iv)  any
      lien
      or security interest granted to, or in favor of, the Agent or any Lender or
      Lenders as security for any of the Obligations shall fail to be
      perfected.




The
      Guarantors hereby expressly waive diligence, presentment, demand of payment,
      protest and all notices whatsoever, and any requirement that the Agent or any
      Lender exhaust any right, power or remedy or proceed against the Borrowers
      hereunder or under the other Loan Documents or any other agreement or instrument
      referred to herein or therein, or against any other Person under any other
      guarantee of, or security for, any of the Obligations.




26




3.3  **Reinstatement** .
      The
      obligations of the Guarantors under this Article 3 shall be automatically
      reinstated if and to the extent that for any reason any payment by or on behalf
      of the Borrowers in respect of the Obligations is rescinded or must be otherwise
      restored by any holder of any of the Obligations, whether as a result of any
      proceedings in bankruptcy or reorganization or otherwise, and each Guarantor
      agrees that it will indemnify the Agent and each Lender on demand for all
      reasonable costs and expenses (including fees and expenses of counsel) incurred
      by the Agent or any Lender in connection with such rescission or restoration,
      including any such costs and expenses incurred in defending against any claim
      alleging that such payment constituted a preference, fraudulent transfer or
      similar payment under any bankruptcy, insolvency or similar law.




3.4  **Subrogation** .
      Until
      such time as the Obligations shall have been indefeasibly paid in full, each
      of
      the Guarantors hereby waives all rights of subrogation or contribution, whether
      arising by contract or operation of law (including, without limitation, any
      such
      right arising under the Federal Bankruptcy Code of 1978, as amended) or
      otherwise by reason of any payment by it pursuant to the provisions of this
      Article 3 and further agrees with the Borrowers for the benefit of each
      creditor of the Borrowers (including, without limitation, the Agent and each
      Lender) that any such payment by it shall constitute a contribution of capital
      by such Guarantor to the Borrowers.




3.5  **Remedies** .
      The
      Guarantors agree that, as between the Guarantors and the Lenders, the
      Obligations of the Borrowers hereunder may be declared to be forthwith due
      and
      payable as provided in Section 8.1 (and shall be deemed to have become
      automatically due and payable in the circumstances provided in
      Sections 8.1(g) and (h)) for purposes of Section 3.1 notwithstanding
      any stay, injunction or other prohibition preventing such declaration (or such
      Obligations from becoming automatically due and payable) as against the
      Borrowers and that, in the event of such declaration (or such Obligations being
      deemed to have become automatically due and payable), such Obligations (whether
      or not due and payable by the Borrowers) shall forthwith become due and payable
      by the Guarantors for purposes of Section 3.1.




3.6  **Instrument
      for the Payment of Money** .
      Each of
      the Guarantors hereby acknowledges that the guarantee in this Article 3
      constitutes an instrument for the payment of money, and consents and agrees
      that
      the Agent or any Lender, at its sole option, in the event of a dispute by such
      Guarantor in the payment of any moneys due hereunder, shall have the right
      to
      seek summary judgment or such other expedited procedure as may be available
      for
      a suit on a note or other instrument for the payment of money.




3.7  **Continuing
      Guarantee** .
      The
      guarantee in this Article 3 is a continuing guarantee, and shall apply to
      all Obligations whenever arising.




3.8  **General
      Limitation on Amount of Obligations Guaranteed** .
      In any
      action or proceeding involving any state or non-U.S. corporate law, or any
      state
      or Federal or non-U.S. bankruptcy, insolvency, reorganization or other law
      affecting the rights of creditors generally, if the obligations of the
      Guarantors under Section 3.1 would otherwise be held or determined to be
      void, invalid or unenforceable, or subordinated to the claims of any other
      creditors, on account of the amount of its liability under Section 3.1,
      then, notwithstanding any other provision hereof to the contrary, the amount
      of
      such liability shall, without any further action by the Guarantors, the Agent,
      any Lender, or other Person, be automatically limited and reduced to the highest
      amount that is valid and enforceable and not subordinated to the claims of
      other
      creditors as determined in such action or proceeding.




27




**ARTICLE
      4**




**Representations
      and Warranties**




Each
      Credit Party represents and warrants to the Lenders and the Agent, as to itself
      and each other Credit Party, that:




4.1  **Organization;
      Powers** .
      Each
      Credit Party has been duly formed or organized and is validly existing and
      in
      good standing under the laws of its jurisdiction of organization. Each Credit
      Party has all requisite power and authority to carry on its business as now
      conducted and is qualified to do business in, and is in good standing in, every
      jurisdiction where such qualification is required, except where the failure
      to
      have such power or authority or to be so qualified or in good standing,
      individually or in the aggregate, could not reasonably be expected to result
      in
      a Material Adverse Effect.




4.2  **Authorization;
      Enforceability** .
      The
      borrowing of the Term Loans, the issuance of the Warrants, the entering into
      the
      Registration Rights Agreement, and the grant of security interests pursuant
      to
      the Loan Documents are within the power and authority of the Credit Parties
      and
      have been duly authorized by all necessary action on the part of the Credit
      Parties. This Agreement and the other Loan Documents have been duly authorized,
      executed and delivered by the Credit Parties and constitute legal, valid and
      binding obligations of the Credit Parties, enforceable in accordance with their
      respective terms, subject to applicable bankruptcy, insolvency, reorganization,
      moratorium or other laws affecting creditors’ rights generally and subject to
      general principles of equity, regardless of whether considered in a proceeding
      in equity or at law.




4.3  **Governmental
      Approvals; No Conflicts** .
      The
      borrowing of the Term Loans, the issuance of the Warrants, the entering into
      the
      Registration Rights Agreement, and the grant of the security interests pursuant
      to the Loan Documents (a) do not require any consent or approval of,
      registration or filing with, or any other action by, any Governmental Authority
      which has not been obtained, (b) will not violate any applicable law, policy
      or
      regulation or the organizational documents of the Credit Parties or any order
      of
      any Governmental Authority, (c) will not violate or result in a default under
      any indenture, agreement or other instrument binding upon the Credit Parties,
      or
      any assets, or give rise to a right thereunder to require any payment to be
      made
      by the Credit Parties, and such violation or default or right to payment would
      have a Material Adverse Effect, and (d) except for the Liens created by the
      Loan
      Documents, will not result in the creation or imposition of any Lien on any
      asset of the Credit Parties.




4.4  **Financial
      Condition; No Material Adverse Change.**




(a)  The
      Credit Parties have heretofore filed with the Securities and Exchange Commission
      or delivered to the Agent the audited balance sheet and related statements
      of
      income, retained earnings, cash flows, and changes in stockholders equity for
      Lev and its Subsidiaries for the Fiscal Year ended December 31, 2006,
      accompanied by the report thereon of the Lev’s independent certified public
      accountants, Eisner LLP. The Credit Parties have also filed with Securities
      and
      Exchange Commission the most recent financial statements for Lev and its
      Subsidiaries filed with Securities and Exchange Commission or otherwise made
      available to the holders of the Capital Stock of Lev and its Subsidiaries.
      Such
      financial statements present fairly, in all material respects, the respective
      consolidated financial position and results of operations and cash flows of
      the
      respective entities as of such respective dates and for such periods in
      accordance with GAAP, subject to year-end audit adjustments and the absence
      of
      footnotes in the case of unaudited statements.




(b)  Except
      as
      disclosed in the periodic reports of Lev and its Subsidiaries filed with
      Securities and Exchange Commission or otherwise made available to the holders
      of
      the Capital Stock of Lev and its Subsidiaries, since December 31, 2006, there
      has been no material adverse change in the business, assets, operations or
      condition, financial or otherwise, of the Credit Parties from that set forth
      in
      the December 31, 2006 financial statements referred to in paragraph (a)
      above.




28




4.5  **Properties** .




(a)  Each
      Credit Party has good and marketable title to, or valid, subsisting and
      enforceable leasehold interests in, all its Property material to its business.
      All machinery and equipment of the Credit Parties is in good operating condition
      and repair, and all necessary replacements of and repairs thereto have be made
      so as to preserve and maintain the value and operating efficiency of such
      machinery and equipment.




(b)  Set
      forth
      on Schedule
      4.5(b) hereto
      is a complete list of all Patents, registered or applied for Trademarks and
      registered or applied for Copyrights. Except as disclosed on Schedule
      4.5(b) ,
      each
      Credit Party owns, or is licensed to use, all Proprietary Rights, and to the
      knowledge of the Borrowers, the use thereof by the Credit Parties does not
      infringe upon the rights of any other Person, except for any such infringements
      that, individually or in the aggregate, could not reasonably be expected to
      result in a Material Adverse Effect.




(c)  Schedule
      4.5(c) clearly
      identifies all Patents, Trademarks and Copyrights that have been duly registered
      in, filed in or issued by the PTO or the United States Register of Copyrights
      (collectively, the “ Registered
      Proprietary Rights ”).
      The
      Registered Proprietary Rights have been properly maintained and renewed in
      accordance with all applicable provisions of law and administrative regulations
      in the United States, as applicable. The Credit Parties have taken commercially
      reasonable steps to protect their Registered Proprietary Rights and to maintain
      the confidentiality of all Proprietary Rights that are not generally in the
      public domain.




(d)  As
      of the
      date hereof, Schedule 4.5(d) annexed
      hereto contains a true, accurate and complete list of (i) all Real Property
      Assets, whether owned or leased, and (ii) all leases, subleases or assignments
      of leases (together with all amendments, modifications, supplements, renewals
      or
      extensions of any thereof) affecting each leased real property, regardless
      of
      whether such Credit Party is the landlord or tenant (whether directly or as
      an
      assignee or successor in interest) under such lease, sublease or assignment.
      Except as specified in Schedule 4.5(d) ,
      each
      agreement listed in clause (ii) of the immediately preceding sentence is in
      full
      force and effect and the Borrowers have no knowledge of any default that has
      occurred and is continuing thereunder, and each such agreement constitutes
      the
      legal, valid and binding obligation of each applicable Credit Party, enforceable
      against such Credit Party in accordance with its terms, except as enforcement
      may be limited by bankruptcy, insolvency, reorganization, moratorium or similar
      laws relating to or limiting creditors’ rights generally or by equitable
      principles.




4.6  **Litigation
      and Environmental Matters.**




(a)  Except
      as
      set forth on Schedule
      4.6(a) ,
      there
      are no actions, suits or proceedings by or before any arbitrator or Governmental
      Authority pending against or, to the knowledge of the Credit Parties, threatened
      against or affecting any Credit Party as to which there is a reasonable
      possibility of an adverse determination and that, if adversely determined,
      could
      reasonably be expected, individually or in the aggregate, to result in a
      Material Adverse Effect.




(b)  Except
      as
      set forth on Schedule
      4.6(b) and
      except with respect to any other matters that, individually or in the aggregate,
      could not reasonably be expected to result in a Material Adverse Effect, the
      Credit Parties (i) have not failed to comply with any Environmental Law or
      to
      obtain, maintain or comply with any permit, license or other approval required
      in connection with the operation of the Credit Parties’ business to be in
      compliance with all applicable Environmental Laws, (ii) have not become subject
      to any Environmental Liability; (iii) have not received notice of any claim
      with
      respect to any Environmental Liability or any inquiry, allegation, notice or
      other communication from any Governmental Authority which is currently
      outstanding or pending concerning its compliance with any Environmental Law
      or
      (iv) do not know of any basis for any Environmental Liability.




29




(c)  Since
      the
      date of this Agreement, there has been no change in the status of the matters
      disclosed on Schedule
      4.6(a) and Schedule
      4.6(b) that,
      individually or in the aggregate, has resulted in, or materially increased
      the
      likelihood of, a Material Adverse Effect.




4.7  **Compliance
      with Laws and Agreements** .
      Each
      Credit Party is in compliance with all laws, regulations, policies and orders
      of
      any Governmental Authority applicable to it or its property and all indentures,
      agreements and other instruments binding upon it or its property, except where
      the failure to do so, individually or in the aggregate, could not reasonably
      be
      expected to result in a Material Adverse Effect.




4.8  **Investment
      Company Status** .
      No
      Credit Party is an “investment company” as defined in, or subject to regulation
      under, the Investment Company Act of 1940, as amended.




4.9  **Taxes** .
      Each
      Credit Party has timely filed or caused to be filed all Tax returns and reports
      required to have been filed and has paid or caused to be paid all Taxes required
      to have been paid by it, except (a) Taxes that are being contested in good
      faith
      by appropriate proceedings and for which such Credit Party has set aside on
      its
      books adequate reserves with respect thereto in accordance with GAAP, which
      reserves shall be acceptable to Agent, or (b) to the extent that the failure
      to
      do so could not reasonably be expected to result in a Material Adverse
      Effect.




4.10  **ERISA
      Compliance** .
      Except
      as specifically disclosed in Schedule
      4.10 :




(a)  Each
      Plan
      is in compliance in all material respects with the applicable provisions of
      ERISA, the Code and other federal or state law, except where the lack of such
      compliance could not reasonably be expected to have a Material Adverse Effect.
      Each Plan which is intended to qualify under Section 401(a) of the Code has
      received a favorable determination letter from the Internal Revenue Service
      and
      to the best knowledge of the Credit Parties, nothing has occurred which would
      cause the loss of such qualification. The Credit Parties and each ERISA
      Affiliate has made all required contributions to any Plan when due other than
      any contributions that could not reasonably be expected to have a Material
      Adverse Effect, and no application for a funding waiver or an extension of
      any
      amortization period has been made with respect to any Plan.




(b)  There
      are
      no pending or, to the best knowledge of the Credit Parties,
      threatened claims,
      actions or lawsuits, or action by any Governmental Authority, with respect
      to
      any Plan, which has resulted or could reasonably be expected to result in a
      Material Adverse Effect. There has been no prohibited transaction or violation
      of the fiduciary responsibility rules with respect to any Plan, which has
      resulted or could reasonably be expected to result in a Material Adverse
      Effect.




(c)  Except
      as
      could not reasonably be expected to have a Material Adverse Effect:
      (i)  No ERISA Event has occurred or is reasonably expected to occur;
      (ii) no Pension Plan has any Unfunded Pension Liability; (iii) neither the
      Credit Parties nor any ERISA Affiliate has incurred, or reasonably expects
      to
      incur, any liability under Title IV of ERISA with respect to any Pension Plan
      (other than premiums due and not delinquent under Section 4007 of ERISA); (iv)
      neither the Credit Parties nor any ERISA Affiliate has incurred, or reasonably
      expects to incur, any liability (and no event has occurred which, with the
      giving of notice under Section 4219 of ERISA, would result in such liability)
      under Section 4201 or 4243 of ERISA with respect to a Multiemployer Plan; (v)
      neither the Credit Parties nor any ERISA Affiliate has engaged in a transaction
      that could be subject to Section 4069 or 4212(c) of ERISA; and (vi) no Lien
      has arisen, choate or inchoate, in respect of a Credit Party or its property
      in
      connection with any Plan (save for contributions amounts not yet
      due).




30




4.11  **Disclosure** .
      Subject
      to the restrictions set forth in Section 10.13 hereof, as of the Effective
      Time,
      the Credit Parties have disclosed to the Agent all material agreements,
      instruments and corporate or other restrictions to which any Credit Party is
      subject after the Effective Time, and all other matters known to the Credit
      Parties, that, individually or in the aggregate, could reasonably be expected
      to
      result in a Material Adverse Effect. The organizational structure of the Credit
      Parties is as described in Section 4.12. The information, reports, financial
      statements, exhibits and schedules furnished at or prior to the Effective Time
      in writing by or on behalf of the Credit Parties to the Agent in connection
      with
      the negotiation, preparation or delivery of this Agreement and the other Loan
      Documents or included herein or therein or delivered pursuant hereto or thereto,
      at the Effective Time, when taken as a whole do not contain any untrue statement
      of material fact or omit to state any material fact necessary to make the
      statements herein or therein, in light of the circumstances under which they
      were made, not materially misleading. All written information furnished after
      the Effective Time by the Credit Parties to the Agent and/or the Lenders in
      connection with this Agreement and the other Loan Documents and the transactions
      contemplated hereby and thereby will be true, complete and accurate in every
      material respect, or (in the case of pro-forma information and projections)
      prepared in good faith based on reasonable assumptions, on the date as of which
      such information is stated or certified. There is no fact known to the Credit
      Parties that could reasonably be expected to have a Material Adverse Effect
      that
      has not been disclosed herein, in the other Loan Documents or in a report,
      financial statement, exhibit, schedule, disclosure letter or other writing
      furnished to the Agent for use in connection with the transactions contemplated
      hereby or thereby.




4.12  **Capitalization** .
      As of
      the Effective Time, the capital structure and ownership of Lev is as described
      in the periodic reports of Lev filed with the Securities and Exchange Commission
      (the “ SEC
      Reports ”).
      As of
      the Effective Time, the authorized, issued and outstanding Capital Stock of
      Lev
      consists of the Capital Stock described in the SEC Reports. As of the Effective
      Time, the authorized, issued and outstanding Capital Stock of Development
      consists of 1,000 shares of Common Stock authorized and 100 shares of Common
      Stock issued and outstanding and of which Lev is the beneficial owner. All
      issued and outstanding Capital Stock of Lev described in the SEC Reports and
      of
      Development is duly and validly issued and outstanding, fully paid and
      nonassessable. Except as described in the SEC Reports and as set forth on
      Schedule 4.12, as of the date hereof, (x) there are no outstanding Equity Rights
      with respect to any Credit Party and, (y) there are no outstanding obligations
      of any Credit Party to repurchase, redeem, or otherwise acquire any shares
      of
      Capital Stock of or other interest in any Credit Party, nor are there any
      outstanding obligations of any Credit Party to make payments to any Person,
      such
      as “phantom stock” payments, where the amount thereof is calculated with
      reference to the fair market value or equity value of any Credit Party. When
      issued in compliance with the provisions of this Agreement and the Warrants,
      the
      shares of Capital Stock issuable under the Warrants will be validly issued,
      fully paid and nonassessable and will be free of any liens or encumbrances
      other
      than as set forth in the Loan Documents.




4.13  **Subsidiaries** .
      Set
      forth on Schedule 4.13 is a
      complete and correct list of all Subsidiaries of the Credit Parties as of the
      date hereof, together with, for each such Subsidiary, (i) the jurisdiction
      of
      organization of such Subsidiary, (ii) each Person holding Capital Stock in
      such
      Subsidiary and (iii) the nature of the Capital Stock held by each such Person
      and the percentage of ownership of such Subsidiary represented by such Capital
      Stock. Except as disclosed in Schedule 4.13 ,
      (x)
      each Credit Party and its respective Subsidiaries owns, free and clear of Liens
      (other than Permitted Liens), and has the unencumbered right to vote, all
      outstanding Capital Stock in each Person shown to be held by it in Schedule 4.13 ,
      (y) all
      of the issued and outstanding Capital Stock of each such Person organized as
      a
      corporation is validly issued, fully paid and nonassessable and (z) there are
      no
      outstanding Equity Rights with respect to such Person.




31




4.14  **Material
      Indebtedness, Liens and Agreements.**




(a)  Schedule 4.14(a) hereto
      contains a complete and correct list, as of the date of this Agreement, of
      all
      Material Indebtedness or any extension of credit (or commitment for any
      extension of credit) to, or guarantee by, any Credit Party the aggregate
      principal or face amount of which equals or exceeds (or may equal or exceed)
      $100,000, and the aggregate principal or face amount outstanding or that may
      become outstanding with respect thereto is correctly described on Schedule
      4.14(a) .




(b)  Schedule 4.14(b) hereto
      is a complete and correct list, as of the date of this Agreement, of each Lien
      (other than the Liens in favor of the Agent) securing Indebtedness of any Person
      and covering any property of the Credit Parties, and the aggregate Indebtedness
      secured (or which may be secured) by each such Lien and the Property covered
      by
      each such Lien is correctly described in the appropriate part of Schedule 4.14(b) .




(c)  The
      SEC
      Reports (and, following the Closing, the periodic reports of Lev and its
      Subsidiaries filed with Securities and Exchange Commission) describe each
      contract and arrangement to which any Credit Party is a party for which breach,
      nonperformance, cancellation or failure to renew would have a Material Adverse
      Effect other than purchase orders made in the ordinary course of business and
      subject to customary terms.




(d)  To
      the
      extent requested by the Agent, true and complete copies of each agreement
      contemplated in Section
      4.14(c) have
      been delivered to the Agent, together with all amendments, waivers and other
      modifications thereto. All such agreements are valid, subsisting, in full force
      and effect, are currently binding and will continue to be binding upon each
      Credit Party that is a party thereto and, to the best knowledge of the Credit
      Parties, binding upon the other parties thereto in accordance with their terms.
      The Credit Parties are not in default under any such agreements, which default
      could have a Material Adverse Effect.




4.15  **Federal
      Reserve Regulations** .
      No
      Credit Party is engaged principally or as one of its important activities in
      the
      business of extending credit for the purpose of purchasing or carrying margin
      stock (as defined in Regulation U of the Board). The making of the Term
      Loans hereunder, the use of the proceeds thereof as contemplated hereby, and
      the
      security arrangements contemplated by the Loan Documents, will not violate
      or be
      inconsistent with any of the provisions of Regulations T, U, or X of the Board
      of Governors of the Federal Reserve System.




4.16  **Solvency** .
      As of
      the Effective Time and after giving effect to the initial Term Loans hereunder,
      and the other transactions contemplated hereby:




(a)  the
      aggregate value of all properties of the Credit Parties at their present fair
      saleable value on a going concern basis ( *i.e.* ,
      the
      amount that may be realized within a reasonable time, considered to be six
      months to one year, either through collection or sale at the regular market
      value, conceiving the latter as the amount that could be obtained for such
      properties within such period by a capable and diligent businessman from an
      interested buyer who is willing to purchase under ordinary selling conditions),
      exceed the amount of all the debts and liabilities (including contingent,
      subordinated, unmatured and unliquidated liabilities) of the Credit
      Parties;


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(b)  the
      Credit Parties will not, on a consolidated basis, have an unreasonably small
      capital with which to conduct their business operations as heretofore conducted;
      and




(c)  the
      Credit Parties will have, on a consolidated basis, sufficient cash or cash
      flow
      to enable them to pay their debts as they mature.




4.17  **Labor
      Disputes.** As
      of the
      Closing Date (a) there is no collective bargaining agreement or other labor
      contract covering employees of any Credit Party, (b) no such collective
      bargaining agreement or other labor contract is scheduled to expire during
      the
      term of this Agreement, (c) to the knowledge of any Credit Party, no union
      or
      other labor organization is seeking to organize, or to be recognized as, a
      collective bargaining unit of employees of any Credit Party or for any similar
      purpose, and (d) there is no pending or, to the knowledge of any Credit
      Party, threatened, strike, work stoppage, material unfair labor practice claim,
      or other material labor dispute against or affecting any Credit Party or its
      employees.




4.18  **Bank
      Accounts** . Schedule
      4.18 lists
      all banks and other financial institutions at which any Credit Party maintains
      deposits and/or other accounts as of the Closing Date, and such Schedule
      correctly identifies the name and address of each depository, the name in which
      the account is held, a description of the purpose of the account, and the
      complete account number.




4.19  **No
      Material Adverse Change.** No
      Material Adverse Effect has occurred since December 31, 2006 except as otherwise
      disclosed in the SEC Reports (and, following the Closing, the periodic reports
      of Lev and its Subsidiaries filed with Securities and Exchange
      Commission).




4.20  **Validity
      and Priority of Security Interest** .
      The
      provisions of this Agreement, the Pledge and Security Agreement and the other
      Loan Documents create legal and valid Liens on all the Collateral in favor
      of
      the Lender, and upon the filing of such financing statements as are advisable
      pursuant to the Uniform Commercial Code or entering to such other agreements,
      including the Control Agreements, as the Agent shall deem appropriate in its
      reasonable credit judgment, such Liens constitute perfected and continuing
      Liens
      on all the Collateral, having priority over all other Liens on the Collateral,
      except for those Liens identified in clauses (b), (c), (d), (e), (f), (g),
      and
      (h) of Section 7.2 securing all the Obligations, and enforceable against the
      Credit Parties and all third parties.




4.21  **Anti-Terrorism
      Laws.**




(a)  No
      Credit
      Party or any of its Affiliates is in violation of any Anti-Terrorism Law or
      engages in or conspires to engage in any transaction that evades or avoids,
      or
      has the purpose of evading or avoiding, or attempts to violate, any of the
      prohibitions set forth in any Anti-Terrorism Law.




(b)  No
      Credit
      Party or any Affiliate of any Credit Party is (i) a Person that is listed in
      the
      annex to, or is otherwise subject to the provisions of, Executive Order No.
      13224; (ii) a Person owned or controlled by, or acting for or on behalf of,
      any
      Person that is listed in the annex to, or is otherwise subject to the provisions
      of, Executive Order No. 13224; (iii) a Person or entity with which any bank
      or
      other financial institution is prohibited from dealing or otherwise engaging
      in
      any transaction by any Anti-Terrorism Law; (iv) a Person or entity that commits,
      threatens or conspires to commit or supports “terrorism” as defined in Executive
      Order No. 13224; (v) a Person or entity that is named as a “specially designated
      national” on the most current list published by the U.S. Treasury Department
      Office of Foreign Asset Control at its official website or any replacement
      website or other replacement official publication of such list; or (vi) a Person
      or entity who is affiliated with a Person or entity listed above (each such
      Person described in clauses (i) through (vi) of this sentence, a “ Blocked
      Person ”).
      The
      regulations and executive orders described in clauses (i) through (v) of the
      preceding sentence are referred to herein as “ OFAC
      Regulations ”.




33




(c)   No
      Credit
      Party or any Affiliate of any Credit Party (i) conducts any business or
      engages in making or receiving any contribution of funds, goods or services
      to
      or for the benefit of any Blocked Person or (ii) deals in, or otherwise
      engages in any transaction relating to, any property or interests in property
      blocked pursuant to Executive Order No. 13224.




(d)  The
      Credit Parties are in compliance, in all material respects, with the (i) the
      Trading with the Enemy Act, as amended, and each of the foreign assets control
      regulations of the United States Treasury Department (31 CFR, Subtitle B,
      Chapter V, as amended) and any other enabling legislation or executive order
      relating thereto (collectively, the “ FAC
      Regulations ”).




(e)  No
      part
      of the proceeds of the Loans will be used, directly or indirectly, for any
      payments to any governmental official or employee, political party, official
      of
      a political party, candidate for political office, or anyone else acting in
      an
      official capacity, in order to obtain, retain or direct business or obtain
      any
      improper advantage, in violation of the United States Foreign Corrupt Practices
      Act of 1977, as amended (the “ FCPA ”).




**ARTICLE
      5**




**Conditions**




5.1  **Effective
      Time** .
      The
      obligations of the Lenders to make Term Loans hereunder shall not become
      effective until the date on which each of the following conditions is satisfied
      (or waived in accordance with Section 10.2):




(a)  Counterparts
      of Agreement .
      The
      Agent shall have received from each party hereto either (i) a counterpart of
      this Agreement signed on behalf of such party or (ii) written evidence
      satisfactory to the Agent (which may include telecopy transmission of a signed
      signature page of this Agreement) that such party has signed a counterpart
      of
      this Agreement.




(b)  Term
      Notes .
      The
      Agent shall have received a duly completed and executed Term Note for the
      account of each Lender.




(c)  Loan
      Notice .
      The
      Agent shall have received a Loan Notice, dated the Closing Date and signed
      by a
      Designated Financial Officer, requesting an initial Borrowing in the principal
      amount of $10,000,000 and confirming compliance with the conditions set forth
      in
      paragraphs (a) and (b) of Section 5.2 at the Effective Time.




(d)  Organizational
      Structure .
      The
      corporate organizational structure, capitalization and ownership of the Credit
      Parties, shall be as set forth in Section 4.12 and on Schedule
      4.13 annexed
      hereto. The Agent shall have had the opportunity to review, and shall be
      satisfied with, the Credit Parties’ state and federal tax assumptions, and the
      ownership, capital, organization and structure of the Credit
      Parties.




(e)  Existence
      and Good Standing .
      The
      Agent shall have received such documents and certificates as the Agent or
      Special Counsel may reasonably request relating to the organization, existence
      and good standing of each Credit Party, the authorization of the transactions
      contemplated hereby and any other legal matters relating to the Credit Parties,
      this Agreement or the other Loan Documents, all in form and substance reasonably
      satisfactory to the Agent and Special Counsel.




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(f)  Security
      Interests in Personal and Mixed Property .
      The
      Agent shall have received evidence satisfactory to it that the Credit Parties
      shall have taken or caused to be taken all such actions, executed and delivered
      or caused to be executed and delivered all such agreements, documents and
      instruments and made or caused to be made all such filings and recordings (other
      than filings or recordings to be made by the Agent on or after the Closing
      Date)
      that may be necessary or, in the opinion of the Agent, desirable in order to
      create in favor of the Agent, for the benefit of the Lenders, valid and (upon
      such filing and recording) perfected first priority security interests (subject
      to Permitted Liens) in the Collateral.




(g)  Account
      Control Agreements .
      The
      Borrowers shall have delivered to the Agent an account control agreement (each
      a
“ Control
      Agreement ”,
      and
      collectively, the “ Control
      Agreements ”)),
      in
      form and substance reasonably satisfactory to the Agent, duly executed by each
      financial institution at which any Credit Party maintains deposit, brokerage
      or
      securities accounts.




(h)  Warrants
      and Registration Rights Agreement .
      The
      Warrants shall be issued to the Lenders on the Closing Date and the Borrowers
      shall have delivered evidence satisfactory to the Agent in its reasonable
      discretion that the shares of Capital Stock issuable thereunder have been duly
      and validly reserved for issuance. The Registration Rights Agreement shall
      have
      been executed and delivered by Lev and the Lenders.




(i)  Financial
      Statements .
      The
      Agent shall have received the financial statements referred to in
      Section 4.4 hereof and the same shall not be inconsistent with the
      information previously provided to the Agent.




(j)  Evidence
      of Insurance .
      The
      Agent shall have received certificates from the Credit Parties’ insurance
      brokers that all insurance required to be maintained pursuant to
      Section 6.5 is in full force and effect and that the Agent on behalf of the
      Lenders has been named as additional insured or loss payee thereunder to the
      extent required under Section 6.5.




(k)  Necessary
      Governmental Permits, Licenses and Authorizations and Consents;
      Etc .
      The
      Credit Parties shall have obtained all other permits, licenses, authorizations
      and consents from all other Governmental Authorities and all consents of other
      Persons with respect to Material Indebtedness, Liens and material agreements
      listed on Schedules
      4.14(a) and 4.14(b) and 8.1(r) annexed
      hereto, in each case that are necessary or advisable in connection with the
      transactions contemplated by the Loan Documents, and each of the foregoing
      shall
      be in full force and effect, in each case other than those the failure to obtain
      or maintain which, either individually or in the aggregate, would not reasonably
      be expected to have a Material Adverse Effect. No action, request for stay,
      petition for review or rehearing, reconsideration or appeal with respect to
      any
      of the foregoing shall be pending, and the time for any applicable Governmental
      Authority to take action to set aside its consent on its own motion shall have
      expired.




(l)  Existing
      Debt; Liens .
      The
      Agent shall have received evidence that all principal, interest, and other
      amounts owing in respect of all Existing Debt of the Credit Parties (other
      than
      Indebtedness permitted to remain outstanding in accordance with Section 7.1
      hereof) will be repaid in full as of the Effective Time, and that with respect
      to all Indebtedness permitted to remain outstanding in accordance with Section
      7.1 hereof, any defaults or events of default existing as of the Closing Date
      with respect to such Indebtedness will be cured or waived immediately following
      the funding of the initial Term Loans. The Agent shall have received evidence
      that as of the Effective Time, the Property of the Credit Parties is not subject
      to any Liens (other than Permitted Liens).




35




(m)  Opinion
      of Counsel to Credit Parties .
      The
      Agent shall have received a favorable written opinion (addressed to the Agent
      and dated the Closing Date) of Becker & Poliakoff LLP, special counsel to
      the Credit Parties, substantially in the form of Exhibit
      I annexed
      hereto and covering such matters relating to the Credit Parties, this Agreement,
      the other Loan Documents or the transactions contemplated hereby as the Agent
      shall reasonably request.




(n)  No
      Material Adverse Change .
      There
      shall have occurred no material adverse change (in the sole discretion of the
      Agent) in the businesses, operations, properties (including tangible
      properties), or conditions (financial or otherwise), assets, liabilities or
      income of the Credit Parties.




(o)  BLAs .
      The
      BLAs shall not have been rejected by the United States Food and Drug
      Administration and the Borrowers shall not be aware of any facts or
      circumstances that make it reasonably likely that a BLA will be
      rejected.




(p)  Fees
      and Expenses .
      The
      Agent shall have received all fees and other amounts due and payable to it,
      the
      Lenders and Special Counsel at or prior to the Effective Time, including, to
      the
      extent invoiced, reimbursement or payment of all out-of-pocket expenses required
      to be reimbursed or paid by the Borrowers hereunder.




(q)  Other
      Documents .
      The
      Agent shall have received all material contracts, instruments, opinions,
      certificates, assurances and other documents as the Agent or any Lender or
      Special Counsel shall have reasonably requested and the same shall be reasonably
      satisfactory to each of them.




5.2  **Each
      Extension of Credit** .
      The
      obligation of each Lender to make any Term Loan on the occasion of any Borrowing
      is subject to the satisfaction of the following conditions, which shall be
      confirmed by delivery of a Loan Notice signed by a Designated Financial
      Officer:




(a)  Representations
      and Warranties .
      The
      representations and warranties of each Credit Party set forth in this Agreement
      and the other Loan Documents shall be true and correct in all material respects
      on and as of the date of such Borrowing, both before and after giving effect
      thereto and to the use of the proceeds thereof (or, if any such representation
      or warranty is expressly stated to have been made as of a specific date, such
      representation or warranty shall be or have been true and correct as of such
      specific date and *provided* that, to
      the extent any change in circumstances expressly permitted by this Agreement
      causes any representation and warranty set forth herein to no longer be true,
      such representation and warranty shall be deemed modified to reflect such change
      in circumstances).




(b)  No
      Defaults .
      At the
      time of, and immediately after giving effect to, such Borrowing, no Default
      shall have occurred and be continuing.




**ARTICLE
      6**




**Affirmative
      Covenants**




Until
      the
      Commitments have expired or been terminated and the principal of and interest
      on
      each Term Loan and all fees payable hereunder shall have been paid in full,
      each
      Credit Party covenants and agrees with the Agent and the Lenders
      that:




6.1  **Financial
      Statements and Other Information** .
      The
      Credit Parties will furnish to the Agent and each Lender:




36




(a)  promptly
      after the sending or filing thereof, as the case may be, copies of any financial
      statements, proxy statements, or reports which Lev and its Subsidiaries have
      made available to the holders of their Capital Stock and copies of any regular,
      periodic and special reports or registration statements which Lev and its
      Subsidiaries file with the Securities and Exchange Commission or any
      governmental authority which may be substituted therefor, or any national
      securities exchange;




(b)  as
      soon
      as available and in any event no later than 12:00 p.m. (Boston time) on each
      day
      that the Borrowers make any request for any Borrowing hereunder, a Loan Notice;
      and




(c)  promptly
      following any request therefor, such other information regarding the operations,
      business affairs and financial condition of the Credit Parties, or compliance
      with the terms of this Agreement, as the Agent or any Lender may reasonably
      request (including, without limitation, a Compliance Certificate, Borrowing
      Base
      Certificates, additional financial statements and projections).




6.2  **Notices
      of Material Events** .
      The
      Credit Parties will furnish to the Agent and each Lender prompt written notice
      of the following:




(a)  the
      occurrence of any Default;




(b)  any
      other
      development that results in, or could reasonably be expected to result in,
      a
      Material Adverse Effect; and




(c)  any
      default under any leases for real property within three (3) Business Days of
      becoming aware of such default.




Each
      notice delivered under this Section 6.2 shall be accompanied by a statement
      of a Designated Financial Officer setting forth the details of the event or
      development requiring such notice and any action taken or proposed to be taken
      with respect thereto.




6.3  **Existence;
      Conduct of Business** .
      Each
      Credit Party shall do or cause to be done all things necessary to preserve,
      renew and keep in full force and effect its legal existence and the rights,
      licenses, permits, privileges and franchises material to the conduct of its
      business; *provided* that the
      foregoing shall not prohibit any merger, consolidation, liquidation, dissolution
      or any discontinuance or sale of such business permitted under
      Section 7.4.




6.4  **Payment
      of Obligations** .
      Each
      Credit Party shall pay its obligations, including Tax liabilities, that, if
      not
      paid, could result in a Material Adverse Effect before the same shall become
      delinquent or in default, except where (a) the validity or amount thereof is
      being contested in good faith by appropriate proceedings, (b) such Credit Party
      has set aside on its books adequate reserves with respect thereto in accordance
      with GAAP, which reserves shall be acceptable to Agent, and (c) the failure
      to
      make payment pending such contest could not reasonably be expected to result
      in
      a Material Adverse Effect.




6.5  **Maintenance
      of Properties; Insurance** .
      Each
      Credit Party shall (a) keep and maintain all property material to the conduct
      of
      its business in good working order and condition, ordinary wear and tear
      excepted, and (b) maintain insurance, with financially sound and reputable
      insurance companies, as may be required by law and such other insurance in
      such
      amounts and against such risks as are customarily maintained by companies
      engaged in the same or similar businesses operating in the same or similar
      locations, including, without limitation, business interruption and product
      liability insurance. Without limiting the generality of the foregoing, the
      Credit Parties will maintain or cause to be maintained replacement value
      casualty insurance on the Collateral under such policies of insurance, in each
      case with such insurance companies, in such amounts, with such deductibles,
      and
      covering such terms and risks as are at all times satisfactory to the Agent
      in
      its commercially reasonable judgment. All general liability and other liability
      policies with respect to the Credit Parties shall name the Agent for the benefit
      of the Lenders as an additional insured thereunder as its interests may appear,
      and all business interruption and casualty insurance policy shall contain a
      loss
      payable clause or endorsement, satisfactory in form and substance to the Agent
      that names the Agent for the benefit of the Lenders as the loss payee
      thereunder. All policies of insurance shall provide for at least 30 days prior
      written notice to the Agent of any modifications or cancellation of such
      policy.




37




6.6  **Books
      and Records; Inspection Rights** .
      Each
      Credit Party shall keep proper books of record and account in which entries
      are
      made of all dealings and transactions in relation to its business and
      activities, which fairly record such transactions and activities. Each Credit
      Party shall permit any representatives designated by the Agent or any Lender
      to
      visit and inspect its properties, to examine and make extracts from its books
      and records, and to discuss its affairs, finances and condition with its
      officers and independent accountants as frequently as the Agent deems
      appropriate *provided* that, so
      long as no Default has occurred and is continuing, all such visits shall be
      on
      reasonable prior notice, at reasonable times during regular business hours
      of
      such Credit Party, and *provided
      further* that
      after the occurrence and during the continuance of any Default, the Agent and
      any of the Lenders may visit at any reasonable times. The Borrowers shall
      reimburse the Agent for all examination and inspections costs, including all
      out-of-pocket expenses and fees incurred in connection with such inspections.




6.7  **Fiscal
      Year** .
      To
      enable the ready and consistent determination of compliance with the covenants
      set forth in Section 7.10 hereof, the Credit Parties shall not alter their
      current Fiscal Year and current method of determining the last day of the first
      three fiscal quarters in each Fiscal Year without the prior consent of the
      Agent, which shall not be unreasonably withheld.




6.8  **Compliance
      with Laws** .
      Each
      Credit Party shall comply with (i) all permits, licenses and authorizations,
      including, without limitation, environmental permits, licenses and
      authorizations, issued by a Governmental Authority, (ii) all laws, rules,
      regulations and orders including, without limitation, Environmental Laws, all
      OFAC Regulations, the Trading with the Enemy Act, the FAC Regulations, the
      USA
      Patriot Act of 2001 and the FCPA, of any Governmental Authority and (iii) all
      contractual obligations, in each case applicable to it or its property, except
      where the failure to do so, individually or in the aggregate, could not
      reasonably be expected to result in a Material Adverse Effect.




6.9  **Use
      of Proceeds** .
      The
      proceeds of the Term Loans will be used to finance the acquisition of human
      blood plasma. No part of the proceeds of any Loan will be used, whether directly
      or indirectly, for any purpose that entails a violation of any of the
      Regulations of the Board, including Regulations T, U and X.




6.10  **ERISA** .
      Except
      where a failure to comply with any of the following, individually or in the
      aggregate, would not or could not reasonably be expected to result in a Material
      Adverse Effect, (i) the Credit Parties will maintain, and cause each ERISA
      Affiliate to maintain, each Plan in compliance with all applicable requirements
      of ERISA and of the Code and with all applicable rulings and regulations issued
      under the provisions of ERISA and of the Code and (ii) the Credit Parties will
      not and, to the extent authorized, will not permit any of the ERISA Affiliates
      to (a) engage in any transaction with respect to any Plan which would subject
      any Credit Party to either a civil penalty assessed pursuant to
      Section 502(i) of ERISA or a tax imposed by Section 4975 of the Code,
      (b) fail to make full payment when due of all amounts which, under the
      provisions of any Plan, any Credit Party or any ERISA Affiliate is required
      to
      pay as contributions thereto, or permit to exist any accumulated funding
      deficiency (as such term is defined in Section 302 of ERISA and
      Section 412 of the Code), whether or not waived, with respect to any
      Pension Plan or (c) fail to make any payments to any Multiemployer Plan that
      any
      Credit Party or any of the ERISA Affiliates may be required to make under any
      agreement relating to such Multiemployer Plan or any law pertaining
      thereto.




38




6.11  **New
      Subsidiaries.** The
      Credit Parties shall not, directly or indirectly, organize, create, acquire,
      or
      permit to exist any Subsidiary except as permitted by this Section 6.11. The
      Credit Parties shall (a) in the event of the acquisition or creation of any
      Subsidiary (a “ New
      Subsidiary ”)
      cause
      to be delivered to the Agent a supplement to the Pledge and Security Agreement
      which pledges the Capital Stock of such New Subsidiary owned directly or
      indirectly by the Credit Parties within 30 Business Days of the acquisition
      or
      creation of such Subsidiary; *provided,
      however* ,
      that if
      such New Subsidiary is a Foreign Subsidiary, such pledge shall be limited to
      65%
      of the outstanding voting stock of such New Subsidiary owned by the Credit
      Parties and shall only be required if such Subsidiary is a Direct Foreign
      Subsidiary (provided, that if the amount of voting stock of such New Subsidiary
      owned by the Credit Parties is less than 65% of the outstanding voting stock
      of
      such New Subsidiary, the Credit Parties shall pledge all of such voting stock);
      (b) in the event of the acquisition or creation of any Domestic Subsidiary,
      cause such Subsidiary to deliver to the Lender within 30 Business Days of the
      acquisition or creation of such Subsidiary the following items: (i) a
      counterpart to this Agreement (and thereby to become a party to this Agreement,
      as a “ Subsidiary
      Guarantor ”
      hereunder, (ii) a counterpart to the Pledge and Security Agreement and (iii)
      any
      intellectual property security agreement; and (c) in the event of the
      acquisition or creation of any Subsidiary subject to the provisions of clauses
      (a) or (b) above, cause to be delivered to the Agent each of the following
      within the time periods indicated therein: (i) an opinion of counsel to
      such Subsidiary dated as of the date of the delivery of the other documents
      required to be delivered pursuant to this Section 6.11 and addressed to the
      Agent in form and substance satisfactory to the Agent and Special Counsel;
      and
      (ii)  such proof of corporate action, incumbency of officers and other
      documents as is consistent with those delivered by each Credit Party pursuant
      to
      Article 5 at the Effective Time or as the Agent shall have reasonably
      requested.




6.12  **Environmental
      Matters; Reporting** .
      The
      Credit Parties will observe and comply with, and cause each Subsidiary to
      observe and comply with all Environmental Laws to the extent non-compliance
      could reasonably be expected to have a Material Adverse Effect. The Credit
      Parties will give the Agent prompt written notice of any violation as to any
      Environmental Law by any Credit Party and of the commencement of any judicial
      or
      administrative proceeding relating to Environmental Laws (a) in which an adverse
      result would have a material adverse effect on any operating permits, air
      emission permits, water discharge permits, hazardous waste permits or other
      environmental permits held by any Credit Party, or (b) which will, or is likely
      to, have a Material Adverse Effect on such Credit Party.




6.13  **Matters
      Relating to Additional Real Property Collateral.**




(a)  From
      and
      after the Effective Time, in the event that any Credit Party acquires a fee
      interest in any Real Property Asset, such Credit Party shall deliver, to the
      Agent if so requested by the Agent, a fully executed and notarized mortgage,
      in
      proper form for recording in all appropriate places in all applicable
      jurisdictions, encumbering the interest of the applicable Credit Party in such
      Real Property Asset, together with mortgagee title insurance policies or
      commitments therefor, and copies of all surveys, deeds, title exception
      documents, flood hazard certificates and other documents as the Agent may
      reasonably require.




(b)  From
      and
      after the Effective Time, in the event that any Credit Party enters into any
      lease with respect to any Real Property Asset, the Borrowers shall deliver
      to
      the Agent copies of the lease, and all amendments thereto, between the Credit
      Party and the landlord or tenant, together with an agreement with such landlord,
      reasonably satisfactory in form and substance to the Agent, acknowledging the
      Liens of the Agent and granting the Agent unrestricted access to such inventory
      with respect thereto, and where required by the terms of any lease, the consent
      of the mortgagee, ground lessor or other party.




39




6.14  **Hedging
      of Committed Investment in Sanquin** .
      Within
      10 days of the Closing Date, the Borrowers shall have obtained an investment
      account denominated in euros for at least 80% of the remaining committed
      Investment in Sanquin, in form and substance reasonably satisfactory to the
      Agent and subject to a Control Agreement, for the purpose of protecting the
      Borrowers against the currency rate risks associated with its committed
      Investment in Sanquin.




**ARTICLE
      7**




**Negative
      Covenants**




Until
      the
      Commitments have expired or terminated and the principal of and interest on
      each
      Term Loan and all fees payable hereunder have been paid in full, each Credit
      Party covenants and agrees with the Agent and the Lenders that:




7.1  **Indebtedness** .
      The
      Credit Parties will not create, incur, assume or permit to exist any
      Indebtedness, except:




(a)  Indebtedness
      created hereunder;




(b)  Existing
      Debt on the Closing Date which is set forth in Schedule
      7.1 and
      has
      been designated on such schedule as Indebtedness that will remain outstanding
      following the funding of the initial Term Loans, and any extension, renewal,
      refunding or replacement of any such Indebtedness that does not increase the
      principal amount thereof;




(c)  Intercompany
      Indebtedness to the extent compliant with Section 10.9;




(d)  other
      Indebtedness incurred after the Closing Date (determined on a consolidated
      basis
      without duplication in accordance with GAAP) consisting of Capital Lease
      Obligations and/or secured by Permitted Liens under Section 7.2(h), in an
      aggregate principal amount at any time outstanding not in excess of
      $50,000;




(e)  Guarantees
      permitted under Section 7.3;




(f)  Subordinated
      Indebtedness; and




(g)  other
      Indebtedness incurred after the Closing Date (determined on a consolidated
      basis
      without duplication in accordance with GAAP) consisting of unsecured
      Indebtedness, in an aggregate principal amount at any time outstanding not
      in
      excess of $100,000.




7.2  **Liens** .
      The
      Credit Parties will not create, incur, assume or permit to exist any Lien on
      any
      Property or asset now owned or hereafter acquired by it, or assign or sell
      any
      income or revenues (including accounts receivable) or rights in respect of
      any
      thereof, except (the following being called “ Permitted
      Liens ”):




(a)  Liens
      created hereunder or under the other Loan Documents;




(b)  any
      Lien
      on any property or asset of any Credit Party existing on the date hereof and
      set
      forth in Schedule 7.2 (excluding, however, following the making of the initial Term Loans hereunder,
      the Liens in favor of any Person other than the Agent securing Indebtedness
      not
      designated on said schedule as Indebtedness to remain outstanding following
      the
      funding of the initial Loans), *provided* that (i)
      such Lien shall not apply to any other property or asset of any Credit Party
      and
      (ii) such Lien shall secure only those obligations which it secures on the
      date
      hereof and extensions, renewals and replacements thereof that do not increase
      the outstanding principal amount thereof;




40




(c)  Liens
      imposed by any Governmental Authority for taxes, assessments or charges not
      yet
      delinquent or (in the case of property taxes and assessments not exceeding
      $50,000 in the aggregate more than 90 days overdue) which are being contested
      in
      good faith and by appropriate proceedings if adequate reserves with respect
      thereto are maintained on the books of the applicable Credit Party in accordance
      with GAAP and which reserves shall be acceptable to the Agent;




(d)  landlords’,
      carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like
      Liens, and vendors’ Liens imposed by statute or common law not securing the
      repayment of Indebtedness, arising in the ordinary course of business which
      are
      not overdue for a period of more than 60 days or which are being contested
      in
      good faith and by appropriate proceedings and Liens securing judgments
      (including, without limitation, pre-judgment attachments) but only to the extent
      for an amount and for a period not resulting in an Event of Default under
      Section 8.1(j) hereof;




(e)  pledges
      or deposits under worker’s compensation, unemployment insurance and other social
      security legislation and pledges or deposits to secure the performance of bids,
      tenders, trade contracts (other than for borrowed money), leases (other than
      capital leases), utility purchase obligations, statutory obligations, surety
      and
      appeal bonds, performance bonds and other obligations of a like nature incurred
      in the ordinary course of business;




(f)  easements,
      rights-of-way, restrictions and other similar encumbrances incurred in the
      ordinary course of business and encumbrances consisting of zoning restrictions,
      easements, licenses, restrictions on the use of Property or minor imperfections
      in title thereto which, in the aggregate, are not material in amount, and which
      do not, in the aggregate, materially detract from the value of the Property
      of
      any Credit Party or materially interfere with the ordinary conduct of the
      business of any Credit Party;




(g)  Liens
      consisting of bankers’ liens and rights of setoff, in each case, arising by
      operation of law, and Liens on documents presented in letter of credit drawings;
      and




(h)  Liens
      on
      fixed or capital assets, including real or personal property, acquired,
      constructed or improved by any Credit Party, *provided* that (A)
      such Liens secure Indebtedness (including Capital Lease Obligations) permitted
      by Section 7.1(d), (B) such Liens and the Indebtedness secured thereby
      are incurred prior to or within 90 days after such acquisition or the completion
      of such construction or improvement or were in effect at the time the Credit
      Parties acquired the assets or stock, (C) the Indebtedness secured thereby
      does
      not exceed the cost of acquiring, constructing or improving such fixed or
      capital assets, and (D) such security interests shall not apply to any other
      property or assets of the Credit Parties.




7.3  **Contingent
      Liabilities** .
      The
      Credit Parties will not Guarantee the Indebtedness or other obligations of
      any
      Person, or Guarantee the payment of dividends or other distributions upon the
      stock of, or the earnings of, any Person, except:




(a)  endorsements
      of negotiable instruments for deposit or collection or similar transactions
      in
      the ordinary course of business;




(b)  Guarantees
      and letters of credit in effect on the date hereof which are disclosed in Schedule 7.1 ,
      and any
      replacements thereof in amounts not exceeding such Guarantees; and




(c)  Guarantees
      of Indebtedness of the Borrowers owing to the Lenders hereunder and under the
      Loan Documents.




41




7.4  **Fundamental
      Changes; Asset Sales.**




(a)  The
      Credit Parties will not enter into any transaction of merger or consolidation
      or
      amalgamation, or liquidate, wind up or dissolve itself (or suffer any
      liquidation or dissolution). The Credit Parties will not acquire any business
      or
      property from, or Capital Stock of, or other equity interests in, or be a party
      to any acquisition of, any Person except for purchases of property to be used
      in
      the ordinary course of business, Investments permitted under Section 7.5 and
      Capital Expenditures. The Credit Parties will not form or acquire any Subsidiary
      other than in accordance with Section 6.11 hereof.




(b)  The
      Credit Parties will not convey, sell, lease, transfer or otherwise dispose
      (including any Disposition) of, in one transaction or a series of transactions,
      any part of their business or property, whether now owned or hereafter acquired
      (including, without limitation, receivables and leasehold interests, but
      excluding (x) obsolete or worn-out property (including leasehold interests),
      tools or equipment no longer used or useful in their business with an orderly
      liquidation value not to exceed $50,000 in any Fiscal Year and (y) any inventory
      or other property sold or disposed of in the ordinary course of business and
      on
      ordinary business terms), *provided* that the
      Credit Parties may sublease real property to the extent such sublease would
      not
      interfere with the operation of the Business.




(c)  Notwithstanding
      the foregoing provisions of this Section 7.4:




(i)  if
      any
      transaction contemplated by Sections 7.4(a) and 7.4(b) provides for the
      repayment of the Term Loans at or prior to the closing of such transaction,
      then
      the consent of the Agent shall not be required *provided* that the
      Obligations are paid in full and the Commitments are terminated at or prior
      to
      the closing of such transaction;




(ii)  any
      Credit Party may be merged or combined with or into any other Credit Party
      ( *provided* that if
      such merger involves any Borrower, (x) such Borrower shall be the surviving
      entity and (y) no Change of Control shall occur); and




(iii)  any
      Credit Party may sell, lease, transfer or otherwise dispose of any or all of
      its
      property (upon voluntary liquidation or otherwise) to any other Credit
      Party.




7.5  **Investments.**




The
      Credit Parties will not make or permit to remain outstanding any Investment,
      except:




(a)  Investments
      consisting of Guarantees permitted by Section 7.3(c) and Indebtedness
      permitted by Section 7.1; Intercompany Indebtedness; and capital contributions
      by any Credit Party to any other Credit Party;




(b)  Permitted
      Investments;




(c)  Investments
      for the purpose of expanding Sanquin’s facilities for the processing of human
      blood plasma and manufacturing and distribution of products therefrom; *provided* that no
      Defaults or Events of Default exist or would be caused by the making of such
      Investment;




(d)  Checking
      and deposit accounts with banks existing as of the Closing Date and disclosed
      on
      Schedule 4.18; or as are otherwise permitted by the Agent in its reasonable
      discretion (subject, at the request of the Agent, to the requirement that the
      Borrowers obtain a Control Agreement in form and substance reasonably
      satisfactory to the Agent, duly executed by each financial institution at which
      any Credit Party maintains such accounts); and




(e)  Investments
      permitted under Section 7.15.


42




7.6  **Restricted
      Junior Payments** .
      The
      Credit Parties will not declare or make any Restricted Junior Payment at any
      time.




7.7  **Transactions
      with Affiliates** .
      Except
      as expressly permitted by this Agreement, the Credit Parties will not directly
      or indirectly (a) make any Investment in an Affiliate; (b) transfer, sell,
      lease, assign or otherwise dispose of any property to an Affiliate; (c) merge
      into or consolidate with an Affiliate, or purchase or acquire property from
      an
      Affiliate; or (d) enter into any other transaction directly or indirectly with
      or for the benefit of an Affiliate (including, without limitation, guarantees
      and assumptions of obligations of an Affiliate); *provided* that:




(i)  any
      Affiliate who is an individual that presently or subsequent to the Closing
      Date
      serves as a director, officer, employee or consultant of any Credit Party,
      receive reasonable compensation for his or her services in such
      capacity;




(ii)  the
      Credit Parties may engage in and continue the transactions with or for the
      benefit of Affiliates which are described in Schedule 7.7 (but
      only to the extent specified in such section); and




(iii)  the
      Credit Parties may engage in transactions with Affiliates in the ordinary course
      of business on terms which are no less favorable to the Credit Parties than
      those likely to be obtained in an arms’ length transaction between a Credit
      Party and a non-affiliated third party.




7.8  **Restrictive
      Agreements** .
      The
      Credit Parties will not directly or indirectly, enter into, incur or permit
      to
      exist any agreement or other arrangement (other than this Agreement) that
      prohibits, restricts or imposes any condition upon (a) the ability of any Credit
      Party to create, incur or permit to exist any Lien upon any of its property
      or
      assets, or (b) the ability of any Credit Party that is a Subsidiary of another
      Credit Party to pay dividends or other distributions with respect to any shares
      of its Capital Stock or other equity interests or to make or repay loans or
      advances to any other Credit Party or to Guarantee Indebtedness of any other
      Credit Party; *provided* that (i)
      the foregoing shall not apply to restrictions and conditions imposed by law
      or
      by this Agreement, (ii) the foregoing shall not apply to restrictions and
      conditions existing on the date hereof identified on Schedule 7.8 (but
      shall apply to any extension or renewal of, or any amendment or modification
      expanding the scope of, any such restriction or condition), (iii) the foregoing
      shall not apply to customary restrictions and conditions contained in agreements
      relating to the sale of stock or assets of a Subsidiary of a Credit Party
      pending such sale, *provided* such
      restrictions and conditions apply only to the Subsidiary that is to be sold
      and
      such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not
      apply to restrictions or conditions imposed by any agreement relating to secured
      Indebtedness permitted by this Agreement if such restrictions or conditions
      apply only to the property or assets securing such Indebtedness, and (v) clause
      (a) of the foregoing shall not apply to customary provisions in leases and
      other
      contracts (excluding license agreements) restricting the assignment
      thereof.




7.9  **Sale-Leaseback
      Transactions** No
      Credit
      Party will directly or indirectly, enter into any arrangements with any Person
      whereby such Credit Party shall sell or transfer (or request another Person
      to
      purchase) any property, real, personal or mixed, used or useful in its business,
      whether now owned or hereafter acquired, and thereafter rent or lease such
      property from any Person.




43




7.10  **Certain
      Financial Covenants.**




(a)  Fixed
      Charge Coverage Ratio .
      Beginning with the fiscal quarter ending December 31, 2008, the Credit Parties
      shall not permit the Fixed Charge Coverage Ratio to be less than 2.00 to 1.00
      for any Reference Period **.**




(b)  Senior
      Leverage Ratio .
      Beginning with the fiscal quarter ending December 31, 2008, the Credit Parties
      shall not permit the Senior Leverage Ratio to exceed the ratio set forth below
      for each Reference Period ending on the date set forth below:




**Fiscal
                Quarter Ending**
            **Maximum
                Senior Leverage Ratio**December
                31, 2008
            <4.00
                to 1.00March
                31, 2009
            <3.75
                to 1.00June
                30, 2009
            <3.50
                to 1.00September
                30, 2009
            <3.00
                to 1.00December
                31, 2009 and thereafter
            <2.50
                to 1.00




7.11  **Lines
      of Business** .
      The
      Credit Parties will not engage to any substantial extent in any line or lines
      of
      business other than (i) the Business, and (ii) such other lines of business
      as
      may be consented to by the Agent.




7.12  **Real
      Estate Leases** .
      The
      Credit Parties will not enter into or maintain leases for real property
      requiring aggregate annual payments in excess of $550,000.




7.13  **Other
      Indebtedness** .
      The
      Credit Parties will not purchase, redeem, retire or otherwise acquire for value,
      or set apart any money for a sinking, defeasance or other analogous fund for
      the
      purchase, redemption, retirement or other acquisition of, or make any voluntary
      payment or prepayment of the principal of or interest on, or any other amount
      owing in respect of any Indebtedness.




7.14  **Negative
      Pledge** .
      The
      Credit Parties will not (a) create, assume or suffer to exist any Lien on any
      asset owned by it or (b) create, assume or suffer to exist any Lien on its
      equity (in each case, other than Permitted Liens). The Credit Parties will
      not
      enter into or become subject to any agreement (other than this Agreement and
      the
      other Loan Documents) that prohibits or otherwise restricts the right of any
      Credit Party to create, assume or suffer to exist any Lien in favor of the
      Agent
      or any Lender on any Credit Party’s assets.




7.15  **Joint
      Ventures** .
      The
      Credit Parties may engage in joint ventures, strategic alliances or other
      similar arrangements between the Credit Parties and non-affiliated third
      parties, *provided* that
      after giving effect to each such transaction and any obligations of the Credit
      Parties incurred in connection therewith:




(a)  no
      Default or Event of Default shall have occurred and be continuing;




(b)  the
      Credit Parties shall be in compliance with all covenants under this Agreement,
      including all financial covenants, on a pro forma basis; and




(c)  there
      shall be no adverse effect on the rights or interests of the Agent and the
      Lenders under this Agreement or in the Collateral.




44




**ARTICLE
      8**




**Events
      of Default**




8.1  **Events
      of Default** .
      The
      occurrence of any of the following events shall be deemed to constitute an
      “ Event
      of Default ”
      hereunder:




(a)  the
      Credit Parties shall fail to pay to the Agent or the Lenders, any principal
      of
      or interest on any Term Loan or any other Obligation of the Credit Parties
      to
      the Agent or the Lenders when the same shall become due and payable, whether
      at
      the due date thereof or at a date fixed for prepayment thereof, by acceleration
      of such due or prepayment date, or otherwise;




(b)  any
      representation or warranty made or deemed made by or on behalf of any Credit
      Party in or in connection with this Agreement, any of the other Loan Documents
      or any amendment or modification hereof or thereof, or in any report,
      certificate, financial statement or other document furnished pursuant to or
      in
      connection with this Agreement, any of the other Loan Documents or any amendment
      or modification hereof or thereof, shall prove to have been incorrect in any
      material respect when made or deemed made;




(c)  the
      Credit Parties (i) shall fail to observe or perform any covenant, condition
      or
      agreement contained in Sections 6.1, 6.2, 6.5, 6.6, 6.9, 6.11 or 6.12 or in
      Article 7 or (ii) shall fail to observe or perform any other covenant,
      condition or agreement contained in Sections 6.3, 6.4, 6.7, 6.8, 6.10, or 6.13
      and such failure described in this clause (ii) shall continue unremedied for
      a
      period of 30 days after the earlier of (x) actual knowledge by an officer of
      any
      Credit Party or (y) notice thereof from the Agent (given at the request of
      any
      Lender) to the Credit Parties;




(d)  the
      Credit Parties shall fail to observe or perform any covenant, condition or
      agreement contained in this Agreement (other than those specified in clauses
      (a), (b) or (c) of this Section 8.1) or any other Loan Document, and such
      failure shall continue unremedied for a period of 30 days after notice thereof
      from the Agent (at the request of any Lender) to the Credit
      Parties;




(e)  the
      Credit Parties shall fail to make any payment (whether of principal, interest
      or
      otherwise and regardless of amount) in respect of any Material Indebtedness,
      when and as the same shall become due and payable, after giving effect to any
      grace period with respect thereto;




(f)  any
      event
      or condition occurs that results in any Material Indebtedness of any Credit
      Party becoming due prior to its scheduled maturity or that enables or permits
      (with or without the giving of notice, the lapse of time or both) the holder
      or
      holders of any Material Indebtedness or any trustee or agent on its or their
      behalf to cause such Material Indebtedness to become due, or to require the
      prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled
      maturity;




(g)  an
      involuntary proceeding shall be commenced or an involuntary petition shall
      be
      filed seeking (i) liquidation, reorganization or other relief in respect of
      any
      Credit Party or its debts, or of a substantial part of its assets, under any
      Federal, state or foreign bankruptcy, insolvency, receivership or similar law
      now or hereafter in effect or (ii) the appointment of a receiver, trustee,
      custodian, sequestrator, conservator or similar official for any Credit Party
      or
      for a substantial part of its assets, and, in any such case, such proceeding
      or
      petition shall continue undismissed for 60 days or an order or decree approving
      or ordering any of the foregoing shall be entered;


45




(h)  any
      Credit Party shall (i) voluntarily commence any proceeding or file any petition
      seeking liquidation, reorganization or other relief under any Federal, state
      or
      foreign bankruptcy, insolvency, receivership or similar law now or hereafter
      in
      effect, (ii) consent to the institution of, or fail to contest in a timely
      and
      appropriate manner, any proceeding or petition described in clause (g) of this
      Article, (iii) apply for or consent to the appointment of a receiver, trustee,
      custodian, sequestrator, conservator or similar official for any Credit Party
      or
      for a substantial part of its assets, (iv) file an answer admitting the material
      allegations of a petition filed against it in any such proceeding, (v) make
      a
      general assignment for the benefit of creditors or (vi) take any action for
      the
      purpose of effecting any of the foregoing;




(i)  any
      Credit Party shall become unable, admit in writing or fail generally to pay
      its
      debts as they become due;




(j)  a
      final
      judgment or judgments for the payment of money (x) in excess of $25,000 in
      the
      aggregate (exclusive of judgment amounts fully covered by insurance where the
      insurer has admitted liability in respect of such judgment) or (y) in excess
      of
      $50,000 in the aggregate (regardless of insurance coverage), shall be rendered
      by one or more courts, administrative tribunals or other bodies having
      jurisdiction against any Credit Party and the same shall not be discharged
      (or
      provision shall not be made for such discharge), bonded, or a stay of execution
      thereof shall not be procured, within 60 days from the date of entry thereof
      and
      the relevant Credit Party shall not, within said period of 60 days, or such
      longer period during which execution of the same shall have been stayed, appeal
      therefrom and cause the execution thereof to be stayed during such
      appeal;




(k)  an
      ERISA
      Event shall have occurred that, in the reasonable opinion of the Required
      Lenders, when taken together with all other ERISA Events that have occurred,
      could reasonably be expected to result in a Material Adverse
      Effect;




(l)  there
      shall occur any Change of Control;




(m)  any
      of
      the following shall occur: (i) the Liens created hereunder or under the other
      Loan Documents shall at any time (other than by reason of the Agent
      relinquishing such Lien) cease in any material respect to constitute valid
      and
      perfected Liens on the Collateral intended to be covered thereby; (ii) except
      for expiration in accordance with its respective terms, any Loan Document shall
      for whatever reason be terminated, or shall cease to be in full force and
      effect; or (iii) the enforceability of any Loan Document shall be contested
      by
      any Credit Party;




(n)  there
      shall occur any material loss, theft, damage or destruction of any Collateral
      having a value in excess of $200,000 in the aggregate not covered by insurance
      (subject to such reasonable deductibles as the Agent shall have
      approved);




(o)  any
      Guarantor shall assert that its obligations under any Loan Document shall be
      invalid or unenforceable;




(p)  there
      shall occur any material adverse change (in the reasonable opinion of the Agent)
      on the businesses, operations, properties, conditions (financial or otherwise),
      assets, liabilities or income of the Credit Parties;




(q)  the
      United States Food and Drug Administration responds to the BLAs with an
      unapprovable letter;




46




(r)  any
      license, distribution, marketing, collaboration, joint venture or similar
      agreement set forth on Schedule
      8.1(r) to which
      the Credit Parties are a party for any Eligible Cinryze Inventory and which
      constitutes a Material Agreement shall be breached by the Credit Parties, expire
      or be terminated for any reason;




(s)  if
      three
      (3) consecutive lots or five (5) lots within any twelve month period of Eligible
      Cinryze Inventory manufactured, distributed, marketed or sold by the Credit
      Parties (whether directly or through one or more third-parties pursuant to
      a
      license, distribution, marketing, collaboration, joint venture or similar
      agreement) shall be (i) recalled from the market or (ii) withdrawn from the
      market;




(t)  if
      three
      (3) consecutive lots or five (5) lots within any twelve month period of Eligible
      Cinryze Inventory manufactured or in the process of being manufactured,
      distributed, marketed or sold by the Credit Parties (whether directly or through
      one or more third-parties pursuant to a license, distribution, marketing,
      collaboration, joint venture or similar agreement) shall fail any product
      quality, stability or specification test, if such failure, individually or
      in
      the aggregate, could reasonably be expected to have a Material Adverse
      Effect;




(u)  the
      United States Food and Drug Administration or any other Governmental Authority
      having jurisdiction over the Credit Parties or any of their products shall
      commence injunctive proceedings (including the proposal of a consent decree)
      with respect to any Credit Party, any CinryzeTM or blood plasma manufactured,
      distributed, marketed or sold by the Credit Parties or any facility where any
      such product is manufactured (in each case, whether directly or through one
      or
      more third-parties pursuant to a license, distribution, marketing,
      collaboration, joint venture or similar agreement); or




(v)  the
      United States Food and Drug Administration or any other Governmental Authority
      having jurisdiction over the Credit Parties or any their products, shall issue
      inspectional observations (i.e. an FDA 483) or issue a warning letter with
      respect to any facility used by or any CinryzeTM or blood plasma manufactured,
      distributed, marketed or sold by the Credit Parties (in each case, whether
      directly or through one or more third-parties pursuant to a license,
      distribution, marketing, collaboration, joint venture or similar agreement)
      and
      within 90 days from receipt thereof the Credit Parties do not (i) furnish the
      United States Food and Drug Administration or other such Governmental Authority
      with an ongoing corrective action plan with which the Credit Parties are in
      compliance in all material respects and which has not been rejected by the
      United States Food and Drug Administration or other such Governmental Authority,
      or (ii) correct or otherwise resolve all issues set forth in such warning letter
      to the satisfaction of the United States Food and Drug Administration or other
      such Governmental Authority; or




(w)  the
      United States Food and Drug Administration or any other Governmental Authority
      having jurisdiction over the Credit Parties or any of their products, shall
      seize or enjoin the shipment of (i) human blood plasma distributed, marketed
      or
      sold by the Credit Parties or (ii) any CinryzeTM manufactured, distributed,
      marketed or sold by the Credit Parties (in each case, whether directly or
      through one or more third-parties pursuant to a license, distribution,
      marketing, collaboration, joint venture or similar agreement); or




(x)  the
      receipt of any reports of adverse events, failures or limitations of the
      efficacy of any CinryzeTM that result in modifications to such product or such
      product labeling in a manner that materially restricts the approved use or
      marketing of such product (as set forth in the BLAs), including shipment,
      distribution or shelf life (expiration dating) of such product;
      or


47




(y)  the
      United States Food and Drug Administration or any other Governmental Authority
      having jurisdiction over the Credit Parties or any their products, shall take
      action as a result of reports of adverse events, failures or limitations of
      efficacy of any CinryzeTM or blood plasma of the Credit Parties, or as a result
      of any other event, either by request or requirement, that imposes additional
      material restrictions as to approved use or marketing of such product (as set
      forth in the BLAs), including shipment, distribution or shelf-life (expiration
      dating) of such product;




then,
      and
      in every such event (other than an event described in clause (g) or (h) of
      this
      Section 8.1), and at any time thereafter during the continuance of such
      event, the Agent may, and at the request of the Required Lenders shall, by
      notice to the Borrowers, take any or all of the following actions, at the same
      or different times: (i) terminate the Commitments, and thereupon the Commitments
      shall terminate immediately, (ii) notify the Borrowers that the outstanding
      principal of the Term Loans shall bear interest at the Post-Default Rate, and
      thereupon the outstanding principal of the Term Loans shall bear interest at
      the
      Post-Default Rate, *provided,
      however,* that
      upon the Borrowers’ cure of such default the Term Loans shall cease to accrue
      interest at the Post-Default Rate, (iii) declare the Term Loans then outstanding
      to be due and payable in whole (or in part, in which case any principal not
      so
      declared to be due and payable may thereafter be declared to be due and
      payable), and thereupon the principal of the Term Loans so declared to be due
      and payable, together with accrued interest thereon and all fees and other
      Obligations, shall become due and payable immediately, without presentment,
      demand, protest or other notice of any kind, all of which are hereby waived
      by
      the Credit Parties, and (iv) the Agent and the Lenders may exercise all of
      the
      rights as secured party and mortgagee hereunder or under the other Loan
      Documents; and in case of any event with respect to the Credit Parties described
      in clause (g) or (h) of this Section 8.1, the Commitments shall
      automatically terminate, the principal of the Term Loans then outstanding shall
      automatically bear interest at the Post-Default Rate, the principal of the
      Term
      Loans then outstanding, together with accrued interest thereon and all fees
      and
      other Obligations shall automatically become due and payable without
      presentment, demand, protest or other notice of any kind, all of which are
      hereby waived by the Credit Parties, the Agent and the Lenders shall be
      permitted to exercise such rights as secured party and mortgagee hereunder
      or
      under the other Loan Documents to the extent permitted by applicable
      law.




**ARTICLE
      9**




**The
      Agent**




9.1  **Appointment
      and Authorization** .
      Each of
      the Lenders hereby irrevocably appoints the Agent as its agent and authorizes
      the Agent as the exclusive party to take any and all actions on its behalf
      and
      to have exclusive authority to exercise such powers as are delegated to the
      Agent by the terms of this Agreement and the other Loan Documents, together
      with
      such actions and powers as are reasonably incidental thereto.




9.2  **Agent’s
      Rights as Lender** .
      The
      Agent shall have the same rights and powers in its capacity as a Lender
      hereunder as any other Lender and may exercise the same as though it were not
      the Agent, and such institution and its Affiliates may accept deposits from,
      lend money to and generally engage in any kind of business with any Credit
      Party
      or any Subsidiary or other Affiliate thereof as if it were not the Agent
      hereunder.




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9.3  **Duties
      As Expressly Stated** .
      The
      Agent shall have no duty or obligation except those expressly set forth in
      this
      Agreement and the other Loan Documents. Without limiting the generality of
      the
      foregoing, (a) the Agent shall not be subject to any fiduciary or other implied
      duties, regardless of whether a Default has occurred and is continuing, (b)
      the
      Agent shall not have any duty to take any discretionary action or exercise
      any
      discretionary powers, except discretionary rights and powers expressly
      contemplated by this Agreement and the other Loan Documents that the Agent
      is
      required to exercise in writing by the Required Lenders (or such other number
      or
      percentage of the Lenders as is required hereunder with respect to such action),
      and (c) except as expressly set forth herein and in the other Loan Documents,
      the Agent shall not have any duty to disclose, or shall be liable for the
      failure to disclose, any information relating to any Credit Party or any of
      their respective Subsidiaries that is communicated to or obtained by the Person
      serving as the Agent or any of its Affiliates or Approved Funds in any capacity.
      The Agent shall not be liable for any action taken or not taken by it with
      the
      consent or at the request of the Required Lenders (or such other number or
      percentage of the Lenders as is required hereunder with respect to such action)
      or all of the Lenders if expressly required, or in the absence of its own gross
      negligence or willful misconduct. The Agent shall not be deemed to have
      knowledge of any Default other than a Default of the types specified in Section
      8.1(a) unless and until written notice thereof is given to the Agent by the
      Borrowers or a Lender, and the Agent shall not be responsible for or have any
      duty to ascertain or inquire into (i) any statement, warranty or representation
      made in, or in connection with, this Agreement or the other Loan Documents,
      (ii)
      the contents of any certificate, report or other document delivered hereunder
      or
      under any of the other Loan Documents or in connection herewith of therewith,
      (iii) the performance or observance of any of the covenants, agreements or
      other
      terms or conditions set forth herein or in any other Loan Document, (iv) the
      validity, enforceability, effectiveness or genuineness of this Agreement, the
      other Loan Documents or any other agreement, instrument or document, or (v)
      the
      satisfaction of any condition set forth in Article 5 or elsewhere herein,
      other than to confirm receipt of items expressly required to be delivered to
      the
      Agent. The Agent shall not, except to the extent the Agent expressly instructed
      by the Required Lenders with respect to collateral security hereunder and under
      the other Loan Documents, be required to initiate or conduct any litigation
      or
      collection proceedings hereunder or under any other Loan Document; *provided,
      however* ,
      that
      the Agent shall not be required to take any action which exposes the Agent
      to
      personal liability or which is contrary to the Loan Documents or applicable
      law.




9.4  **Reliance
      By Agent** .
      The
      Agent shall be entitled to rely upon, and shall not incur any liability for
      relying upon, any notice, request, certificate, consent, statement, instrument,
      document or other writing believed by it to be genuine and to have been signed
      or sent by the proper Person. The Agent also may rely upon any statement made
      to
      it orally or by telephone and believed by it to be made by the proper Person,
      and shall not incur any liability for relying thereon. The Agent may consult
      with legal counsel (who may be counsel for the Borrowers), independent
      accountants and other experts selected by it, and shall not be liable for any
      action taken or not taken by it in accordance with the advice of any such
      counsel, accountants or experts. The Agent shall be fully justified in failing
      or refusing to take any action under this Agreement or any other Loan Document
      unless it shall first receive such advice or concurrence of the Required Lenders
      (or, if so specified by this Agreement, all Lenders) as it deems appropriate
      or
      it shall first be indemnified to its satisfaction by the Lenders against any
      and
      all liability and expense which may be incurred by it by reason of taking or
      continuing to take any such action (it being understood that this provision
      shall not release the Agent from performing any action with respect to the
      Borrowers expressly required to be performed by it pursuant to the terms hereof)
      under this Agreement. The Agent shall in all cases be fully protected in acting,
      or in refraining from acting, under this Agreement and the other Loan Documents
      in accordance with a request of the Required Lenders (or, if so specified by
      this Agreement, all Lenders), and such request and any action taken or failure
      to act pursuant thereto shall be binding upon all the Lenders and all future
      holders of the Term Loans.




9.5  **Action
      Through Sub-Agents** .
      The
      Agent may perform any and all of its duties, and exercise its rights and powers,
      by or through any one or more sub-agents appointed by the Agent. The Agent
      and
      any such sub-agent may perform any and all its duties and exercise its rights
      and powers through its Related Parties. The exculpatory provisions of the
      preceding paragraphs shall apply to any such sub-agent and to the Related
      Parties of the Agent and any such sub-agent, and shall apply to its activities
      in connection with the syndication of the credit facilities provided for herein
      as well as activities of the Agent.




49




9.6  **Resignation
      of Agent and Appointment of Successor Agent** .
      Subject
      to the appointment and acceptance of a successor Agent, as provided in this
      paragraph, the Agent may resign at any time by notifying the Lenders and the
      Credit Parties. Upon any such resignation, the Required Lenders shall have
      the
      right, in consultation with the Credit Parties, to appoint a successor Agent.
      If
      no successor shall have been so appointed and shall have accepted such
      appointment within 30 days after such retiring Agent gives notice of its
      resignation, then such retiring Agent may, on behalf of the Lenders, appoint
      a
      successor Agent, which shall be a bank or other financial institution with
      an
      office in Boston, Massachusetts or New York, New York, or an Affiliate of any
      such bank or other financial institution. Upon the acceptance of its appointment
      as Agent hereunder, by a successor, such successor shall succeed to and become
      vested with all the rights, powers, privileges and duties of the retiring Agent,
      and the retiring Agent shall be discharged from its duties and obligations
      hereunder and under the other Loan Documents. The fees payable by the Borrowers
      to a successor Agent shall be the same as those payable to its predecessor
      unless otherwise agreed between the Borrowers and such successor. After an
      Agent’s resignation hereunder, the provisions of this Article and
      Section 10.3 shall continue in effect for the benefit of such retiring
      Agent, its sub-agents and their respective Related Parties in respect of any
      actions taken or omitted to be taken by any of them while it was acting as
      Agent.




9.7  **Lenders’
      Independent Decisions** .
      Each
      Lender acknowledges that it has, independently and without reliance upon the
      Agent or any other Lender and based on such documents and information as it
      has
      deemed appropriate, made its own credit analysis and decision to enter into
      this
      Agreement. Each Lender also acknowledges that it will, independently and without
      reliance upon the Agent or any other Lender and based on such documents and
      information as it shall from time to time deem appropriate, continue to make
      its
      own decisions in taking or not taking action under or based upon this Agreement
      and the other Loan Documents, any related agreement or any document furnished
      hereunder or thereunder. Except as explicitly provided herein, the Agent has
      no
      duty or responsibility, either initially or on a continuing basis, to provide
      any Lender with any credit or other information with respect to such operations,
      business, property, condition or creditworthiness, whether such information
      comes into its possession on or before the first Event of Default or at any
      time
      thereafter. The Agent shall not be deemed a trustee or other fiduciary on behalf
      of any party.




9.8  **Indemnification** .
      Each
      Lender agrees to indemnify and hold harmless the Agent (to the extent not
      reimbursed under Section 10.3, but without limiting the obligations of the
      Borrowers under Section 10.3), ratably in accordance with the aggregate
      principal amount of the respective Commitments of and/or Term Loans held by
      the
      Lenders (or, if all of the Commitments shall have been terminated or expired,
      ratably in accordance with the aggregate outstanding amount of the Term Loans
      held by the Lenders), for any and all liabilities (including pursuant to any
      Environmental Law), obligations, losses, damages, penalties, actions, judgments,
      deficiencies, suits, costs, expenses (including reasonable attorney’s fees) or
      disbursements of any kind and nature whatsoever that may be imposed on, incurred
      by or asserted against the Agent (including by any Lender) arising out of or
      by
      reason of any investigation in or in any way relating to or arising out of
      any
      Loan Document or any other documents contemplated by or referred to therein
      for
      any action taken or omitted to be taken by the Agent under or in respect of
      any
      of the Loan Documents or other such documents or the transactions contemplated
      thereby (including the costs and expenses that the Borrowers are obligated
      to
      pay under Section 10.3, but excluding, unless a Default has occurred and is
      continuing, normal administrative costs and expenses incident to the performance
      of its agency duties hereunder) or the enforcement of any of the terms hereof
      or
      thereof or of any such other documents; *provided,
      however* ,
      that no
      Lender shall be liable for any of the foregoing to the extent they are
      determined by a court of competent jurisdiction in a final and nonappealable
      judgment to have resulted from the gross negligence or willful misconduct of
      the
      party to be indemnified. The agreements set forth in this Section 9.8 shall
      survive the payment of all Term Loans and other obligations hereunder and shall
      be in addition to and not in lieu of any other indemnification agreements
      contained in any other Loan Document.




50




9.9  **Consents
      Under Other Loan Documents** .
      Except
      as otherwise provided in this Agreement and the other Loan Documents, the Agent
      may, with the prior consent of the Required Lenders (but not otherwise), consent
      to any modification, supplement or waiver under any of the other Loan
      Documents.




**ARTICLE
      10**




**Miscellaneous**




10.1  **Notices** .
      Except
      in the case of notices and other communications expressly permitted to be given
      by telephone, all notices and other communications provided for herein shall
      be
      in writing and shall be delivered by hand or overnight courier service, mailed
      by certified or registered mail or sent by telephonic facsimile (fax), as
      follows:




(a)  if
      to any
      Credit Party, Lev Pharmaceuticals, Inc. 675 Third Avenue, Suite 2200, New York,
      New York 10017, Attention: Judson Cooper (Fax no. 212-682-2559) with a copy
      to,
      Becker & Poliakoff LLP, Attention: Michael A. Goldstein (Fax no.
      212-557-0295);




(b)  if
      to the
      Agent, to Mast Capital Management, LLC, 535 Boylston Street, Boston,
      Massachusetts 02116, Attention: John S. Ehlinger (Fax no. 617-247-7985), with
      a
      copy to Edwards Angell Palmer & Dodge LLP, 111 Huntington Avenue at
      Prudential Center, Boston, Massachusetts 02199-7613, Attention: David L.
      Ruediger (Fax no. 617-227-4420); and




(c)  if
      to any
      Lender, to it at its address (or fax number) set forth under its signature
      hereof.




Any
      party
      hereto may change its address or fax number for notices and other communications
      hereunder by notice to the other parties hereto. All notices and other
      communications given to any party hereto in accordance with the provisions
      of
      this Agreement shall be deemed to have been given on the date of
      receipt.




10.2  **Waivers;
      Amendments** .




(a)  No
      failure or delay by the Agent or the Lenders in exercising any right or power
      hereunder shall operate as a waiver thereof, nor shall any single or partial
      exercise of any such right or power, or any abandonment or discontinuance of
      steps to enforce such a right or power, preclude any other or further exercise
      thereof or the exercise of any other right or power. The rights and remedies
      of
      the Agent and Lenders hereunder and under the other Loan Documents are
      cumulative and are not exclusive of any rights or remedies that they would
      otherwise have. No waiver of any provision of this Agreement or consent to
      any
      departure by any Credit Party or Subsidiary therefrom shall in any event be
      effective unless the same shall be permitted by paragraph (b) of this
      Section 10.2, and then such waiver or consent shall be effective only in
      the specific instance and for the purpose for which given. Without limiting
      the
      generality of the foregoing, the making of a Term Loan shall not be construed
      as
      a waiver of any Default, regardless of whether the Agent or any Lender may
      have
      had notice or knowledge of such Default at the time.




(b)  Neither
      this Agreement nor any other Loan Document nor any provision hereof or thereof
      may be waived, amended or modified except pursuant to an agreement or agreements
      in writing entered into by the Borrowers and the Required Lenders or by the
      Borrowers and the Agent with the written consent of the Required Lenders and
      the
      Agent; *provided* that no
      such agreement shall:




51




(i)  increase
      the Commitment of any Lender without the written consent of such Lender and
      the
      Agent;




(ii)  reduce
      the principal amount of any Term Loan or reduce the rate of interest thereon
      (other than the decision not to charge, or to cease to charge, interest at
      the
      Post-Default Rate), or reduce any fees payable hereunder, without the written
      consent of each Lender affected thereby;




(iii)  postpone
      the scheduled date of payment of the principal amount of any Term Loan other
      than mandatory prepayments of the Term Loans required under Section 2.4(b),
      or any interest thereon, or any fees payable hereunder, or reduce the amount
      of,
      waive or excuse any such payment, change the maturity date of any Term Loan,
      or
      postpone the scheduled date of expiration of any Commitment, without the written
      consent of each Lender affected thereby;




(iv)  except
      as
      expressly set forth in clause (ix) below, change the application of prepayments,
      or change the pro rata sharing of payments, without in each case the written
      consent of each Lender;




(v)  alter
      the
      rights or obligations of the Borrowers to prepay Term Loans (other than
      mandatory prepayments of Term Loans under Section 2.4(b)) without the written
      consent of each Lender;




(vi)  change
      any of the provisions of this Section 10.2 or the definition of
“ Required
      Lenders ”
or
      any
      other provision hereof specifying the number or percentage of Lenders required
      to waive, amend or modify any rights hereunder or under any other Loan Document
      or make any determination or grant any consent hereunder or thereunder, without
      the written consent of each Lender;




(vii)  release
      any of the Guarantors from its obligations in respect of its Guarantee under
      Article 3 or release any material portion of the Collateral (or terminate
      any Lien with respect thereto), except as expressly permitted in this Agreement,
      without the written consent of each Lender;




(viii)  waive
      any
      of the conditions precedent specified in Section 5.1 without the written consent
      of each Lender and the Agent; or




(ix)  subordinate
      the Term Loans to any other Indebtedness, without the written consent of each
      Lender;




*provided*  *further* that no
      such agreement shall amend, modify or otherwise affect the rights or duties
      of
      the Agent hereunder without the prior written consent of the Agent.




(c)  Anything
      in this Agreement to the contrary notwithstanding, no waiver or modification
      of
      any provision of this Agreement that has the effect (either immediately or
      at
      some later time) of enabling the Borrowers to satisfy a condition precedent
      to
      the making of the Term Loans shall be effective against the Lenders unless
      the
      Required Lenders shall have concurred with such waiver or
      modification.




52




10.3  **Expenses;
      Indemnity: Damage Waiver** .




(a)  The
      Credit Parties jointly and severally agree to pay, or reimburse the Agent or
      the
      Lenders, as applicable, for paying, (i) all reasonable out-of-pocket expenses
      incurred by the Agent and its Affiliates, including the reasonable fees, charges
      and disbursements of Special Counsel, in connection with the syndication of
      the
      Term Loans provided for herein, preparation of this Agreement and the other
      Loan
      Documents and incurred prior to the Closing Date, after giving credit to the
      Borrowers for amounts previously paid and subject to a maximum amount of
      $100,000 (whether or not the transactions contemplated hereby or thereby shall
      be consummated), (ii) all reasonable out-of-pocket expenses incurred by the
      Agent or any Lender, including the reasonable fees, charges and disbursements
      of
      one counsel for the Agent or any Lender, in connection with any amendments,
      modifications or waivers of the provisions hereof or thereof or for obtaining
      and perfecting security interests in any of the Collateral after the Closing
      Date, (iii) all reasonable out-of-pocket expenses incurred by the Agent or
      any
      Lender, including the reasonable fees, charges and disbursements of one counsel
      for the Agent or any Lender, in connection with the enforcement or protection
      of
      their rights in connection with this Agreement and the other Loan Documents,
      including their rights under this Section 10.3, or in connection with the
      Term Loans made hereunder, including in connection with any workout,
      restructuring or negotiations in respect thereof, and (iv) all Other Taxes
      levied by any Governmental Authority in respect of this Agreement or any of
      the
      other Loan Documents or any other document referred to herein or therein and
      all
      costs, expenses, taxes, assessments and other charges incurred in connection
      with any filing, registration, recording or perfection of any security interest
      contemplated by any Loan Document or any other document referred to
      therein.




(b)  The
      Credit Parties jointly and severally agree to indemnify the Agent, each Lender
      and each Related Party of any of the foregoing Persons (each such Person being
      called an “ Indemnitee ”)
      against, and hold each Indemnitee harmless from, any and all losses, claims,
      damages, liabilities and related expenses, including the fees, charges and
      disbursements of any counsel for any Indemnitee and settlement costs, incurred
      by or asserted against any Indemnitee arising out of, in connection with, or
      as
      a result of (i) the execution or delivery of this Agreement, the other Loan
      Documents or any agreement or instrument contemplated hereby, the performance
      by
      the parties hereto and thereto of their respective obligations hereunder or
      thereunder or the consummation of the transactions contemplated hereby or any
      other transactions contemplated hereby or thereby, (ii) any Term Loan or the
      use
      of the proceeds therefrom, (iii) any actual or alleged presence or release
      of
      Hazardous Materials on or from any property owned, leased or operated by any
      Credit Party or any Subsidiary, or any Environmental Liability related in any
      way to any Credit Party or any Subsidiary, or (iv) any actual or prospective
      claim, litigation, investigation or proceeding relating to any of the foregoing,
      whether based on contract, tort or any other theory and regardless of whether
      any Indemnitee is a party thereto; *provided* that
      such indemnity shall not, as to any Indemnitee, be available to the extent
      that
      such losses, claims, damages, liabilities or related expenses are determined
      by
      a court of competent jurisdiction by final and nonappealable judgment to have
      resulted from the gross negligence or willful misconduct of such
      Indemnitee.




(c)  If
      any
      indemnified person is entitled to indemnification hereunder, such Indemnitee
      shall give prompt notice to the Credit Parties of any claim, litigation,
      investigation or proceeding against the Indemnitees brought by any third party
      with respect to which such Indemnitee seeks indemnification pursuant hereto; provided , however ,
      that
      the failure so to notify the Credit Parties shall not relieve the Credit Parties
      from any obligation or liability except to the extent the Credit Parties are
      prejudiced by such failure. The Credit Parties shall have the right, exercisable
      by giving written notice to an Indemnitee promptly after the receipt of written
      notice from such Indemnitee of such claim, litigation, investigation or
      proceeding, to assume, at the expense of the Credit Parties, the defense of
      any
      such claim, litigation, investigation or proceeding with counsel reasonably
      satisfactory to such Indemnitees. In the event the Credit Parties elect not
      to
      assume the defense of such claim, litigation, investigation or proceeding,
      and
      there is more than one Indemnitee, the Credit Parties shall not be responsible
      for paying for more than one separate firm of attorneys to represent all of
      the
      Indemnitees, regardless of the number of Indemnitees. The Indemnitees will
      not
      be subject to any liability for any settlement made without its or their consent
      (but such consent will not be unreasonably withheld), unless such settlement
      includes as an unconditional term thereof the giving by claimant or plaintiff
      to
      such Indemnitees or persons of a release from all liability in respect of such
      claim, litigation, investigation or proceeding.




53




(d)  To
      the
      extent permitted by applicable law, none of the Credit Parties shall assert,
      and
      each Credit Party hereby waives, any claim against any Indemnitee, on any theory
      of liability, for special, indirect, consequential or punitive damages (as
      opposed to direct or actual damages) arising out of, in connection with, or
      as a
      result of, this Agreement, the other Loan Documents or any agreement or
      instrument contemplated hereby or thereby, the transactions contemplated hereby,
      any Term Loan or the use of the proceeds thereof.




(e)  All
      amounts due under this Section 10.3 shall be payable promptly after written
      demand therefor and delivery to the Credit Parties of copies of all relevant
      invoices, receipts or other evidence reasonably requested by the Credit
      Parties.




10.4  **Successors
      and Assigns** .




(a)  The
      provisions of this Agreement shall be binding upon and inure to the benefit
      of
      the parties hereto and their respective successors and assigns permitted hereby,
      except that no Credit Party may assign or otherwise transfer any of its rights
      or obligations hereunder without the prior written consent of the Required
      Lenders and the Agent (and any attempted assignment or transfer without such
      consent shall be null and void). Nothing in this Agreement, expressed or
      implied, shall be construed to confer upon any Person (other than the parties
      hereto, their respective successors and assigns permitted hereby and, to the
      extent expressly contemplated hereby, the Related Parties of the Agent and
      the
      Lenders) any legal or equitable right, remedy or claim under or by reason of
      this Agreement.




(b)  Each
      Lender may at any time and from time to time assign to one or more assignees
      all
      or a portion of its rights and obligations under this Agreement (including
      all
      or a portion of the Term Loans at the time owing to it); *provided* that for
      any assignment:




(i)  except
      in
      the case of an assignment of a Term Loan to a Lender that holds a Term Loan
      prior to such assignment or an Affiliate of such a Lender or an Approved Fund
      (in which case, the assignee and assignor Lenders shall give notice of the
      assignment to the Agent), the Borrowers and the Agent (and, in the case of
      an
      assignment of all or a portion of a Commitment) each must give its prior written
      consent to such assignment (which consent shall not be unreasonably withheld,
      delayed or conditioned),




(ii)  except
      in
      the case of an assignment to a Lender or an Affiliate or Approved Fund of a
      Lender or an assignment of the entire remaining amount of the assigning Lender’s
      Commitment, shall not be less than $1,000,000 unless the Borrowers and the
      Agent
      otherwise consent,




(iii)  each
      Lender shall assign its Commitment and Term Loan in the same proportions, such
      that after giving effect to such assignment, the Assignor’s Applicable
      Percentage of the Total Commitment shall be the same as the Assignor’s
      Applicable Percentage of the outstanding Term Loan, and the Assignee’s
      Applicable Percentage of the Total Commitment shall be the same as the
      Assignee’s Applicable Percentage of the outstanding Term Loan,




54




(iv)  the
      parties to each assignment shall execute and deliver to the Agent an Assignment
      and Acceptance, and, unless such assignment is to a Lender or its Affiliate
      or
      Approved Fund, shall pay a processing and recordation fee of $3,500,
      and




(v)  the
      assignee, if it shall not be a Lender, shall deliver to the Agent such other
      documents and information as reasonably requested by the Agent;




*provided*  *further* that any
      consent of the Borrowers otherwise required under this paragraph shall not
      be
      required if an Event of Default has occurred and is continuing or in the event
      of an assignment to an existing Lender.




(c)  Upon
      acceptance and recording pursuant to paragraph (e) of this Section 10.4,
      from and after the effective date specified in each Assignment and Acceptance,
      the assignee thereunder shall be a party hereto and, to the extent of the
      interest assigned by such Assignment and Acceptance, have the rights and
      obligations of a Lender under this Agreement, and the assigning Lender
      thereunder shall, to the extent of the interest assigned by such Assignment
      and
      Acceptance, be released from its obligations under this Agreement (and, in
      the
      case of an Assignment and Acceptance covering all of the assigning Lender’s
      rights and obligations under this Agreement, such Lender shall cease to be
      a
      party hereto but shall continue to be entitled to the benefits of Section 10.3).
      Any assignment or transfer by a Lender of rights or obligations under this
      Agreement that does not comply with paragraph (b) of this Section 10.4
      shall be treated for purposes of this Agreement as a sale by such Lender of
      a
      participation in such rights and obligations in accordance with
      paragraph (f) of this Section.




(d)  The
      Agent, acting for this purpose as an agent of the Borrowers, shall maintain
      at
      one of its offices in Boston, Massachusetts a copy of each Assignment and
      Acceptance delivered to it and a register for the recordation of the names
      and
      addresses of the Lenders, and the Commitment of, and principal amount of the
      Term Loans owing to, each Lender pursuant to the terms hereof from time to
      time
      (the “ Register ”).
      The
      entries in the Register shall be conclusive, and the Borrowers, the Agent and
      the Lenders may treat each Person whose name is recorded in the Register
      pursuant to the terms hereof as a Lender hereunder for all purposes of this
      Agreement, notwithstanding notice to the contrary. The Register shall be
      available for inspection by the Borrowers and any Lender, at any reasonable
      time
      and from time to time upon reasonable prior notice.




(e)  Upon
      its
      receipt of a duly completed Assignment and Acceptance executed by an assigning
      Lender and an assignee, such other documents and information as are requested
      by
      the Agent, the processing and recordation fee referred to in paragraph (b)
      of
      this Section 10.4 and any written consent to such assignment required by
      paragraph (b) of this Section 10.4, the Agent shall accept such Assignment
      and Acceptance and record the information contained therein in the Register.
      No
      assignment shall be effective for purposes of this Agreement unless it has
      been
      recorded in the Register as provided in this paragraph.




(f)  Any
      Lender may, without the consent of or notice to the Borrowers or the Agent,
      sell
      participations to one or more banks or other entities (a “ Participant ”)
      in all
      or a portion of such Lender’s rights and obligations under this Agreement
      (including all or a portion of its Commitments and the Term Loans owing to
      it); *provided* that (i)
      such Lender’s obligations under this Agreement shall remain unchanged, (ii) such
      Lender shall remain solely responsible to the other parties hereto for the
      performance of such obligations and (iii) the Borrowers, the Agent and the
      other
      Lenders shall continue to deal solely and directly with such Lender in
      connection with such Lender’s rights and obligations under this Agreement. Any
      agreement or instrument pursuant to which a Lender sells such a participation
      shall provide that such Lender shall retain the sole right to enforce this
      Agreement and to approve any amendment, modification or waiver of any provision
      of this Agreement; *provided* that
      such agreement or instrument may provide that such Lender will not, without
      the
      consent of the Participant, agree to any amendment, modification or waiver
      described in the first proviso to Section 11.2(b), or in
      Section 11.2(c), that affects such Participant.




55




(g)  Any
      Lender may at any time pledge or assign a security interest in all or any
      portion of its rights under this Agreement to secure obligations of such Lender,
      including any such pledge or assignment to a Federal Reserve Bank, and this
      Section shall not apply to any such pledge or assignment of a security
      interest; *provided* that no
      such pledge or assignment of a security interest shall release a Lender from
      any
      of its obligations hereunder or substitute any such assignee for such Lender
      as
      a party hereto.




(h)  Anything
      in this Section 10.4 to the contrary notwithstanding, no Lender may assign
      or participate any interest in any Term Loan held by it hereunder to any Credit
      Party or any of its Affiliates or Subsidiaries without the prior consent of
      each
      Lender and the Agent.




(i)  A
      Lender
      may furnish any information concerning any Credit Party or any Subsidiary in
      the
      possession of such Lender from time to time to assignees and participants
      (including prospective assignees and participants) subject, however, to and
      so
      long as the recipient agrees in writing to be bound by, the provisions of
      Section 10.13. In addition, the Agent may furnish any information concerning
      any
      Credit Party or any Subsidiary or any Affiliate in the Agent’s possession to any
      Affiliate of the Agent, subject, however, to the provisions of Section 10.13.
      The Credit Parties shall assist any Lender in effectuating any assignment or
      participation pursuant to this Section 10.4 in whatever manner such Lender
      reasonably **** deems
      necessary, including participation in meetings with **** prospective
      transferees.




10.5  **Survival** .
      All
      covenants, agreements, representations and warranties made by the Credit Parties
      and Subsidiaries herein and in the other Loan Documents, and in the certificates
      or other instruments delivered in connection with or pursuant to this Agreement
      and the other Loan Documents, shall be considered to have been relied upon
      by
      the other parties hereto and shall survive the execution and delivery of this
      Agreement and the other Loan Documents and the making of any Term Loans,
      regardless of any investigation made by any such other party or on its behalf
      and notwithstanding that the Agent or any Lender may have had notice or
      knowledge of any Default or incorrect representation or warranty at the time
      any
      credit is extended hereunder, and shall continue in full force and effect so
      long as the principal of or any accrued interest on any Term Loan or any fee
      or
      any other Obligation payable under this Agreement or the other Loan Documents
      is
      outstanding and unpaid and so long as the Commitments have not expired or
      terminated. The provisions of Sections 2.6 and 10.3 shall survive and remain
      in
      full force and effect regardless of the consummation of the transactions
      contemplated hereby, the repayment of the Term Loans or the termination of
      this
      Agreement or any other Loan Document or any provision hereof or
      thereof.




10.6  **Counterparts;
      Integration; References to Agreement; Effectiveness** .
      This
      Agreement may be executed in counterparts (and by different parties hereto
      on
      different counterparts), each of which shall constitute an original, but all
      of
      which when taken together shall constitute a single contract. This Agreement
      constitutes the entire contract among the parties relating to the subject matter
      hereof and supersede any and all previous agreements and understandings, oral
      or
      written, relating to the subject matter hereof. Whenever there is a reference
      in
      any Loan Document or UCC Financing Statement to the “Credit Agreement” to which
      the Agent, the Lenders and the Credit Parties are parties, such reference shall
      be deemed to be made to this Agreement among the parties hereto. Except as
      provided in Article 5, this Agreement shall become effective when it shall
      have
      been executed by the Agent and Lenders and when the Lenders shall have received
      counterparts hereof which, when taken together, bear the signatures of each
      of
      the other parties hereto, and thereafter shall be binding upon and inure to
      the
      benefit of the parties hereto and their respective successors and assigns.
      Delivery of an executed counterpart of a signature page of this Agreement by
      telecopy shall be effective as delivery of a manually executed counterpart
      of
      this Agreement.




56




10.7  **Severability** .
      Any
      provision of this Agreement held to be invalid, illegal or unenforceable in
      any
      jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
      such invalidity, illegality or unenforceability without affecting the validity,
      legality and enforceability of the remaining provisions hereof; and the
      invalidity of a particular provision in a particular jurisdiction shall not
      invalidate such provision in any other jurisdiction.




10.8  **Right
      of Setoff** .
      Each
      Credit Party hereby grants to the Agent and each Lender that from time to time
      maintains any deposit accounts, holds any funds or otherwise becomes indebted
      to
      the Credit Parties a security interest in all deposits (general or special,
      time
      or demand, provisional or final) and funds at any time held and other
      indebtedness at any time owing by the Agent or any Lender to or for the credit
      or the account of any Credit Party as security for the Obligations, and the
      Credit Parties hereby agree that if an Event of Default shall have occurred
      and
      be continuing, the Agent and each Lender is hereby authorized at any time and
      from time to time, to the fullest extent permitted by law, to set off and apply
      any and all deposits (general or special, time or demand, provisional or final)
      or other funds at any time held and other indebtedness at any time owing by
      the
      Agent or any Lender to or for the credit or the account of any Credit Party
      against any and all of the Obligations, irrespective of whether or not the
      Agent
      or Lenders shall have made any demand under this Agreement and although any
      of
      the Obligations may be unmatured. The rights of the Agent and each Lender under
      this Section 10.8 are in addition to any other rights and remedies
      (including other rights of setoff) which the Agent or such Lender may
      have.




10.9  **Subordination
      by Credit Parties** .
      The
      Credit Parties hereby agree that all present and future Indebtedness of any
      Credit Party to another Credit Party (“ Intercompany
      Indebtedness ”)
      shall
      be subordinate and junior in right of payment and priority to the Obligations,
      and each Credit Party agrees not to make, demand, accept or receive any payment
      in respect of any present or future Intercompany Indebtedness, including,
      without limitation, any payment received through the exercise of any right
      of
      setoff, counterclaim or cross claim, or any collateral therefor, unless and
      until such time as the Obligations shall have been indefeasibly paid in full; *provided* that, so
      long as no Default shall have occurred and be continuing and no Default shall
      be
      caused thereby, the Credit Parties may make and receive such payments. Without
      in any way limiting the foregoing, in the event of any insolvency or bankruptcy
      proceedings, or any receivership, liquidation, reorganization, dissolution
      or
      other similar proceedings relative to any Credit Party or to its businesses,
      properties or assets, the Lenders shall be entitled to receive payment in full
      of all of the Obligations before any Credit Party shall be entitled to receive
      any payment in respect of any present or future Intercompany
      Indebtedness.




10.10  **Governing
      Law; Jurisdiction; Consent to Service of Process** .




(a)  This
      Agreement shall be construed in accordance with and governed by the internal
      laws (including, without limitation, Section 5-1401 of the New York State
      Consolidated Laws, but otherwise without regard to the conflict of laws
      provisions) of the State of New York.




(b)  Each
      party hereto hereby irrevocably submits to the non-exclusive jurisdiction of
      any
      U.S. federal or New York State court sitting in New York, New York in any action
      or proceeding arising out of or relating to any Loan Document any each party
      hereto hereby irrevocably agrees that all claims in respect of such action
      or
      proceeding may be heard and determined in any such court and irrevocably waives
      any objection it may now or hereafter have as to the venue of any such suit,
      action, or proceeding brought in such a court or that such court is an
      inconvenient forum. Each of the parties hereto agrees that a final judgment
      in
      any such action or proceeding shall be conclusive and may be enforced in other
      jurisdictions by suit on the judgment or in any other manner provided by law.
      Nothing in this Agreement shall affect any right that the Agent or any Lender
      may otherwise have to bring any action or proceeding relating to this Agreement
      against any Credit Party or any Subsidiary or its properties in the courts
      of
      any jurisdiction.




57




(c)  Each
      party hereto hereby irrevocably and unconditionally waives, to the fullest
      extent it may legally and effectively do so, any objection which it may now
      or
      hereafter have to the laying of venue of any suit, action or proceeding arising
      out of or relating to this Agreement or the other Loan Documents in any court
      referred to in paragraph (b) of this Section 10.10. Each of the parties
      hereto hereby irrevocably waives, to the fullest extent permitted by law, the
      defense of an inconvenient forum to the maintenance of such action or proceeding
      in any such court.




(d)  Each
      party to this Agreement irrevocably consents to service of process in the manner
      provided for notices in Section 10.1. Nothing in this Agreement will affect
      the right of any party to this Agreement to serve process in any other manner
      permitted by law.




10.11  **WAIVER
      OF JURY TRIAL** .
      EACH
      PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,
      ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR
      INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS
      CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).
      EACH
      PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY
      OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY
      WOULD
      NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B)
      ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER
      INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
      CERTIFICATIONS IN THIS SECTION 10.11.




10.12  **Headings** .
      Article
      and Section headings and the Table of Contents used herein are for
      convenience of reference only, are not part of this Agreement and shall not
      affect the construction of, or be taken into consideration in interpreting,
      this
      Agreement.




58




10.13  **Confidentiality** .
      Notwithstanding anything otherwise set forth herein or in any other Loan
      Document to the contrary (other than Section 8.1(c) hereof, which the parties
      expressly acknowledge may require the Borrowers to provide the Agent with
      material, non-public information concerning Events of Default), the Agent and
      each Lender shall not be deemed to have requested, and the Borrowers shall
      not
      provide to the Agent or any Lender, any material, non-public information
      relating to Borrowers, unless the Agent and each Lender specifically requests
      such information in writing. In the event that the Agent or any Lender requests
      that the Borrowers deliver any material, non-public information relating to
      the
      Borrowers, the Borrowers shall mark such information “confidential” prior to the
      delivery of such information to the Agent or such Lender. The Agent and each
      Lender shall keep such information confidential in accordance with the Agent’s
      or Lender’s customary practices and shall only use such information in
      connection with the transactions contemplated by this Agreement and not disclose
      any of such information other than (a) to the Agent’s or Lender’s employees,
      representatives, directors, attorneys, auditors, agents, professional advisors,
      trustees or Affiliates who are advised of the confidential nature of such
      information or to any direct or indirect contractual counterparty in swap
      agreements or such contractual counterparty’s professional advisor (so long as
      any of the foregoing persons agree to be bound by the provisions of this
      Section 10.13), (b) to the extent such information presently is or
      hereafter becomes available to the Agent or any Lender on a non-confidential
      basis from any source of such information that is in the public domain at the
      time of disclosure, (c) to the extent disclosure is required by law (including
      applicable securities law), regulation, subpoena or judicial order or process
      or
      requested or required by bank, securities, insurance or investment company
      regulators or auditors or any administrative body or commission to whose
      jurisdiction the Agent or such Lender may be subject ( *provided* that
      notice of such requirement or order shall be promptly furnished to the Borrowers
      unless such notice is legally prohibited), (d) to any rating agency to the
      extent required in connection with any rating to be assigned to such Lender
      ( *provided* that
      notice of such requirement shall be promptly furnished to the Borrowers), (e)
      to
      assignees or participants or prospective assignees or participants who agree
      to
      be bound by the provisions of this Section 10.13, (f) to the extent
      required in connection with any litigation between any Credit Party and the
      Agent or any Lender with respect to the Term Loans or this Agreement and the
      other Loan Documents or (g) with the Borrowers’ prior written consent. The Agent
      and each Lender is aware that, under certain circumstances, the United States
      securities laws may prohibit a Person who has received material, non-public
      information from an issuer from purchasing or selling securities of such issuer
      or from communicating such information to any other Person under circumstances
      in which it is reasonably foreseeable that such other person is likely to
      purchase or sell such securities.




[Signature
      Page Follows]




59


*[Signature
      Page to Term Loan Agreement]*




IN
      WITNESS WHEREOF, the parties hereto have caused this Term Loan Agreement to
      be
      duly executed by their respective authorized officers as of the day and year
      first above written.









BORROWERS




LEV
      PHARMACEUTICALS, INC.




By: /s/
      Joshua D. Schein


Name:
      Joshua D. Schein


Title:
      Chief Executive Officer




LEV
      DEVELOPMENT CORP.




By: /s/
      Joshua D. Schein


Name:
      Joshua D. Schein


Title:
      Chief Executive Officer







*[Signature
      Page to Term Loan Agreement]*







AGENT




MAST
      CAPITAL MANAGEMENT, LLC




By: /s/
      John S. Ehlinger


Name:
      John S. Ehlinger


Title:
      Partner







*[Signature
      Page to Term Loan Agreement]*









LENDERS




MAST
      CREDIT OPPORTUNITIES I, MASTER FUND LIMITED




By: /s/
      Christopher B. Madison


Name:
      Christopher B. Madison


Title:
      Director






Address
      for Notices:





c/o
      Mast
      Capital Management, LLC


535
      Boylston Street


Boston,
      MA 02116





SCHEDULES
      & EXHIBITS





Schedule 1.4
            Designated
                Financial OfficersSchedule
                2.1
            Lenders
                and CommitmentsSchedule
                4.4
            Financial
                ConditionSchedule
                4.5(b)
            Proprietary
                RightsSchedule
                4.5(c)
            Registered
                Proprietary RightsSchedule
                4.5(d)
            Real
                Property AssetsSchedule
                4.6(a)
            LitigationSchedule
                4.6(b)
            Environmental
                MattersSchedule
                4.10
            ERISA
                ComplianceSchedule
                4.12
            CapitalizationSchedule
                4.13
            SubsidiariesSchedule
                4.14(a)
            Material
                IndebtednessSchedule
                4.14(b)
            LiensSchedule
                4.18
            Bank
                AccountsSchedule
                7.1
            IndebtednessSchedule
                7.2
            LiensSchedule
                7.7
            Transactions
                with AffiliatesSchedule
                7.8
            Restrictive
                AgreementsSchedule
                8.1(r)
            Material
                AgreementsExhibit
                A
            Form
                of Loan NoticeExhibit
                B-1
            Form
                of Pre-Approval Borrowing Base CertificateExhibit
                B-2
            Form
                of Post-Approval Borrowing Base CertificateExhibit
                B-3
            Form
                of Post-Control Agreement Borrowing Base CertificateExhibit
                C
            Form
                of Compliance CertificateExhibit
                D
            Form
                of Term NoteExhibit
                E
            Form
                of Pledge and Security AgreementExhibit
                F
            Form
                of WarrantExhibit
                G
            Form
                of Registration Rights AgreementExhibit
                H
            Form
                of Assignment and AcceptanceExhibit I
            Form of Opinion
              of
              Borrowers’ Counsel










**TABLE
                OF CONTENTS******
            ****
            ****
            ********
            ****
            ****
            **Page**ARTICLE
                1DEFINITIONS1.1
            Defined
                Terms
            11.2
            Terms
                Generally
            191.3
            Accounting
                Terms; GAAP
            201.4
            Joint
                and Several Obligations; Designated Financial Officers
            20ARTICLE
                2THE
                TERM LOAN
            202.1
            Term
                Loans
            202.2
            Prepayment
                Fee
            232.3
            Payments
            232.4
            Prepayment
                of Term Loans
            242.5
            Commitment
                Fee
            252.6
            Taxes
            25ARTICLE
                3GUARANTEE
                BY GUARANTORS
            263.1
            The
                Guarantee
            263.2
            Obligations
                Unconditional
            263.3
            Reinstatement
            273.4
            Subrogation
            273.5
            Remedies
            273.6
            Instrument
                for the Payment of Money
            273.7
            Continuing
                Guarantee
            273.8
            General
                Limitation on Amount of Obligations Guaranteed
            27ARTICLE
                4REPRESENTATIONS
                AND WARRANTIES
            284.1
            Organization;
                Powers
            284.2
            Authorization;
                Enforceability
            284.3
            Governmental
                Approvals; No Conflicts
            284.4
            Financial
                Condition; No Material Adverse Change
            284.5
            Properties
            294.6
            Litigation
                and Environmental Matters
            294.7
            Compliance
                with Laws and Agreements
            304.8
            Investment
                Company Status
            30









**TABLE
                OF CONTENTS******
            ****
            ****
            ********
            ****
            ****
            **Page**4.9
            Taxes
            304.10
            ERISA
                Compliance
            304.11
            Disclosure
            314.12
            Capitalization
            314.13
            Subsidiaries
            314.14
            Material
                Indebtedness, Liens and Agreements
            324.15
            Federal
                Reserve Regulations
            324.16
            Solvency
            324.17
            Labor
                Disputes
            334.18
            Bank
                Accounts
            334.19
            No
                Material Adverse Change
            334.20
            Validity
                and Priority of Security Interest
            334.21
            Anti-Terrorism
                Laws
            33ARTICLE
                5CONDITIONS
            345.1
            Effective
                Time
            345.2
            Each
                Extension of Credit
            36ARTICLE
                6AFFIRMATIVE
                COVENANTS
            366.1
            Financial
                Statements and Other Information
            366.2
            Notices
                of Material Events
            376.3
            Existence;
                Conduct of Business
            376.4
            Payment
                of Obligations
            376.5
            Maintenance
                of Properties; Insurance
            376.6
            Books
                and Records; Inspection Rights
            386.7
            Fiscal
                Year
            386.8
            Compliance
                with Laws
            386.9
            Use
                of Proceeds
            386.10
            ERISA
            386.11
            New
                Subsidiaries
            396.12
            Environmental
                Matters; Reporting
            396.13
            Matters
                Relating to Additional Real Property Collateral
            39




ii




**TABLE
                OF CONTENTS******
            ****
            ****
            ********
            ****
            ****
            **Page**6.14
            Hedging
                of Committed Investment in Sanquin
            40ARTICLE
                7NEGATIVE
                COVENANTS
            407.1
            Indebtedness
            407.2
            Liens
            407.3
            Contingent
                Liabilities
            417.4
            Fundamental
                Changes; Asset Sales
            427.5
            Investments
            427.6
            Restricted
                Junior Payments
            437.7
            Transactions
                with Affiliates
            437.8
            Restrictive
                Agreements
            437.9
            Sale-Leaseback
                Transactions
            437.10
            Certain
                Financial Covenants
            447.11
            Lines
                of Business
            447.12
            Real
                Estate Leases
            447.13
            Other
                Indebtedness
            447.14
            Negative
                Pledge
            447.15
            Joint
                Ventures
            44ARTICLE
                8EVENTS
                OF DEFAULT
            458.1
            Events
                of Default
            45ARTICLE
                9THE
                AGENT
            489.1
            Appointment
                and Authorization
            489.2
            Agent’s
                Rights as Lender
            489.3
            Duties
                As Expressly Stated
            489.4
            Reliance
                By Agent
            499.5
            Action
                Through Sub-Agents
            499.6
            Resignation
                of Agent and Appointment of Successor Agent
            509.7
            Lenders’
                Independent Decisions
            509.8
            Indemnification
            509.9
            Consents
                Under Other Loan Documents
            51




iii




**TABLE
                OF CONTENTS******
            ********
            **Page**ARTICLE
                10MISCELLANEOUS
            5110.1
            Notices
            5110.2
            Waivers;
                Amendments
            5110.3
            Expenses;
                Indemnity: Damage Waiver
            5310.4
            Successors
                and Assigns
            5410.5
            Survival
            5610.6
            Counterparts;
                Integration; References to Agreement; Effectiveness
            5610.7
            Severability
            5710.8
            Right
                of Setoff
            5710.9
            Subordination
                by Credit Parties
            5710.10
            Governing
                Law; Jurisdiction; Consent to Service of Process
            5710.11
            WAIVER
                OF JURY TRIAL
            5810.12
            Headings
            5810.13
            Confidentiality
            58




iv