EXHIBIT 10.3

                                CREDIT AGREEMENT

            CREDIT AGREEMENT (the "Agreement")  dated as of May 22, 2006 between
SYNOVICS PHARMACEUTICALS,  INC, a Nevada corporation (the "Borrower"), having an
office at 2575 East Camelback Road, Suite 450, Phoenix,  Arizona 85016, and BANK
OF INDIA, New York Branch (the "Bank") located at 277 Park Avenue, New York, New
York 10172

                                   WITNESSETH:

            WHEREAS,  the  Borrower  has  requested  the Bank to  extend to it a
certain  credit  facility  in the  principal  sum of Ten  Million  Five  Hundred
Thousand Dollars ($10,500,000.00); and

            WHEREAS,  the Bank is willing to extend to the Borrower  such credit
facility on the terms and conditions described herein;

            NOW,  THEREFORE,  in  consideration  of the  premises and the mutual
promises and covenants  herein,  the mutual benefits to be derived therefrom and
other good and valuable  consideration,  the receipt and sufficiency of which is
hereby acknowledged, the parties hereto agree as follows:

                                    ARTICLE I
                        DEFINITIONS AND ACCOUNTING TERMS

                  SECTION 1.01.  DEFINED TERMS. As used in this  Agreement,  the
following  terms have the following  meanings and, unless  otherwise  indicated,
terms  defined in the singular have the same meaning when used in the plural and
vice-versa:

            "ACQUISITION"  means  purchase by  Borrower  of (i) the  outstanding
ownership units of Kirk Pharmaceuticals, LLC pursuant to the purchase agreement,
dated as of July 18, 2005,  between the Borrower  (formerly known as Bionutrics,
Inc.), as purchaser and John D. Copanos and John S. Copanos,  as sellers,  which
is annexed hereto as Exhibit A-1, and (ii) the  outstanding  ownership  units of
Andapharm,  LLC pursuant to the purchase  agreement,  dated as of July 28, 2005,
between the Borrower  and John S.  Copanos,  which is annexed  hereto as Exhibit
A-2.

            "ACQUISITION  LOAN" means  amount  advanced or to be advanced by the
Bank to the Borrower for Acquisition.

            "ADVANCE"  means any and all  amounts  advanced or to be advanced as
Acquisition Loan and Working Capital Loan pursuant to this Agreement.

            "AFFILIATE"  means any Person that directly or indirectly  controls,
or is  controlled  by, or is under common  control with the  Borrower.  The term
control means the possession,  directly or indirectly, of the power to direct or
cause the direction of the management and policies of a Person,  whether through
the ownership of voting securities, by contract, or otherwise.

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            "AGREEMENT"   means  this  credit   agreement  and  any  amendments,
supplements or modifications thereto.

            "ANDAPHARM, INC." means Andapharm, Inc., a Nevada corporation.

            "ANDAPHARM,  LLC" means Andapharm, LLC., a Florida limited liability
company.

            "BHP" means Bionutrics Health Products Inc., a Delaware corporation.

            "BORROWER"  has the  meaning  given  this  term in the  introductory
paragraph hereto.

            "BORROWER  CONSOLIDATED  GROUP" means the  Borrower,  together  with
Kirk,  Inc.,  Kirk,  LLC,  Andapharm,  Inc.,  Andapharm,  LLC, BHP,  Lipogenics,
Nutrition  Technology,  SL, and Incon, the entities the financial  condition and
results of  operations  of which  are,  or are  required  to be,  included  on a
consolidated  basis in the financial  statements as filed with the United States
Securities and Exchange Commission immediately prior to the Acquisition.

            "BORROWER   PRO  FORMA   CONSOLIDATED   GROUP"  means  the  Borrower
Consolidated Group together with Kirk, LLC and Andapharm,  LLC, giving effect to
the Acquisition.

            "BORROWER  SEC  DOCUMENTS"  means  all  forms,  reports,  schedules,
statements,  and other  documents  required  to be filed by  Borrower  under the
Securities  Exchange Act of 1934, as amended,  since at November 1, 2000 as such
documents have been amended since the time of the filing thereof.

            "BRANCH OFFICE" means the office of the Bank at 277 Park Avenue, New
York, New York 10172 in the United States of America.

            "BUSINESS DAY" means any day excluding Saturday, Sunday and any date
that is a legal  holiday  under the laws of the State of New York and any day on
which banking  institutions located in such state are authorized by law or other
governmental action to close.

            "CLOSING DATE" means the date on which this Agreement is executed by
the Borrower and the Bank.

            "COLLATERAL"  means all property that is subject or is to be subject
to the lien granted by the Security Agreements and other Credit Documents.

            "CORPORATE  GUARANTORS"  means the Borrower  Pro Forma  Consolidated
Group (other than Borrower) and Nostrum.

            "CREDIT  DOCUMENTS"  means this  Agreement,  the Note,  the Security
Agreements,  the  Guaranties  and any and all  documents,  exhibits,  schedules,
amendments, modifications and supplements delivered in connection therewith.

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            "DEBT" means (a) indebtedness or liability for borrowed money or for
the  deferred   purchase  price  of  property  or  services   (including   trade
obligations);  (b) current  liabilities in respect of unfunded  vested  benefits
under any plan; (c)  obligations  under letters of credit issued for the account
of any  Person;  (d)  all  obligations  under  acceptance  facilities;  (e)  all
guaranties,  endorsements  (other than for collection or deposit in the ordinary
course of business),  and other contingent  obligations to purchase,  to provide
funds for  payment,  to supply  funds to invest in any Person,  or  otherwise to
assure a  creditor  against  loss;  and (f)  obligations  secured by any Lien on
property owned by the Person, whether or not the obligations have been assumed.

            "DOLLAR"  and the sign "$" each  mean  the  lawful  currency  of the
United States of America.

            "DRAWING  POWER FOR WORKING  CAPITAL  LOAN" means an amount equal to
70% of the value of fully paid  inventory  and accounts  receivable  of Borrower
together with 100% of cash in accounts  maintained by any member of the Borrower
Pro Forma Consolidated Group at the Bank, or $5,250,000.00, whichever is less.

            "EVENT OF  DEFAULT"  means any of the  events  specified  in Section
8.01.

            "FACILITY  LETTER" means the letter of the Bank,  annexed  hereto as
Exhibit B, duly accepted by the Borrower and  Guarantors,  and dated as of April
17, 2006 setting forth the terms and conditions for allowing the Advance.

            "GAAP" means generally accepted accounting principles in effect from
time to time in the United States of America.

            "GUARANTOR" means Personal Guarantor and Corporate Guarantors.

            "GUARANTIES"   means  the  Guaranty   Agreements   executed  by  the
Guarantors and to be delivered to the Bank under the terms of this Agreement.

            "INCON" means Incon Technologies, Inc., a Delaware corporation.

            "INTEREST DEFICIT" has the meaning given this term in Section 3.02.

            "KIRK, INC." means Kirk Pharmaceuticals, Inc., a Nevada corporation.

            "KIRK,  LLC" means Kirk  Pharmaceuticals,  LLC.,  a Florida  limited
liability company.

            "LIPOGENICS" means Lipogenics, Inc., a Delaware corporation.

            "NOTE" means the  promissory  note executed by the Borrower,  in the
principal  amount of [up to] Ten Million  Five  Hundred  Thousand  U.S.  Dollars
($10,500,000.00),  dated as of the date of this  Agreement  and  payable  to the
Bank.

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            "NOSTRUM"   means   Nostrum   Pharmaceuticals,   Inc.,   a  Delaware
corporation.

            "NUTRITION  TECHNOLOGY"  means Nutrition  Technology Corp., a Nevada
corporation.

            "OBLIGATIONS"  means (1) the due, punctual and complete  performance
and  repayment  of all of the  Advances  outstanding  from  time  to time in the
account of the  Borrower  with the Bank,  all interest  accrued  thereon and all
other  obligations of and amounts payable by the Borrower or the Guarantor under
this  Agreement,  the Note,  the other Credit  Documents  and with regard to any
other transactions whatsoever between the Borrower or the Guarantor and the Bank
and  (2)  the  performance  of  all  representations,   warranties,  agreements,
covenants  and other  obligations  of the Borrower or the  Guarantor  under this
Agreement, the Note and the other Credit Documents.

            "PERSON" means an  individual,  partnership,  corporation,  business
trust, joint stock company, trust,  unincorporated  association,  joint venture,
governmental authority or other entity of whatever nature.

            "PERSONAL GUARANTOR" means Nirmal Mulye a/k/a Dr. Nirmal Mulye.

            "PRIME RATE" means the floating commercial loan rate declared by the
Bank from time to time and adopted by the Bank as its "prime rate". The Borrower
acknowledges  that the Prime  Rate is a base rate for  calculating  interest  on
certain  loans and is not  intended to be and is not  necessarily  the lowest or
most  favorable  rate  charged  by the  Bank  to any  borrower  or  category  of
borrowers.

            "SECURITY AGREEMENTS" means the Security Agreements, dated as of the
date  of this  Agreement,  to be  executed  and  delivered  by the  Borrower  or
Guarantors to the Bank under the terms of this Agreement.

            "SL" means Synovics Laboratories, Inc., a Nevada corporation.

            "UNIFORM  COMMERCIAL CODE" means the Uniform  Commercial Code as the
same may,  from time to time,  be in  effect in the State of  Nevada;  provided,
however,  that, in the event that, by reason of mandatory provisions of law, any
or all of the  attachment,  perfection  or  priority  of the Bank's  lien on the
Collateral  is  governed  by the  Uniform  Commercial  Code  as in  effect  in a
jurisdiction other than the State of Nevada, the term "Uniform  Commercial Code"
means the Uniform  Commercial  Code or such other law as in effect in such other
jurisdiction for purposes of the provisions thereof relating to such attachment,
perfection  or  priority  and  for  purposes  of  definitions  related  to  such
provisions.

            "WORKING  CAPITAL  LOAN" means amount  advanced or to be advanced by
the Bank for the long term  working  capital  requirements  of Borrower  and its
Affiliates.

            SECTION  1.02.   ACCOUNTING   TERMS.   All   accounting   terms  not
specifically   defined  herein  shall  be  construed  in  accordance  with  GAAP
consistent  with that applied in the

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preparation of the financial statements referred to in Section 5.04 and 6.09(a),
and all  financial  statements  submitted  pursuant to this  Agreement  shall be
prepared in accordance with such principles.

                                   ARTICLE II
                           AMOUNT AND TERMS OF ADVANCE

            SECTION  2.01.  BANK'S  AGREEMENT.  The Bank agrees  that,  upon the
execution of this Agreement and subject to the terms of this Agreement, it shall
allow the Borrower an Advance,  through an escrow account maintained by the Bank
for this purpose, in the principal amount not exceeding Ten Million Five Hundred
Thousand Dollars ($10,500,000.00);  PROVIDED,  HOWEVER, the Acquisition Loan and
Working  Capital  Loan,  each shall not exceed the principal sum of Five Million
Two Hundred and Fifty Thousand Dollars ($5,  250,000.00).  The Borrower will not
be allowed to re-borrow  any amount of the Advance  repaid under this  Agreement
and the Note.

            SECTION 2.02.  CONDITION  PRECEDENT.  The  obligation of the Bank to
allow the  Advance  shall be subject to the  condition  precedent  in Article IV
hereof and further conditions that:

      (a)   Borrower  maintains the Drawing  Power for Working  Capital Loan. In
the event  Borrower  becomes  unable to maintain  the Drawing  Power for working
Capital  Loan,  Bank may allow the  Working  Capital  Loan for  working  capital
requirements  by routing the Working  Capital  Loan  through an escrow  account,
PROVIDED,  HOWEVER,  Borrower and Affiliates use same for building inventory and
accounts  receivable  for the purpose of  maintaining  Drawing Power for Working
Capital Loan; and

      (b)   Bank has received such other  approvals,  opinions or documents that
the Bank may reasonably request.

            SECTION 2.03. BORROWER'S AGREEMENT.

            (a)   The Borrower  shall repay the Advance in  accordance  with the
terms of the Agreement and the Note.

            (b)   In the event Borrower prepays the Advance,  Borrower shall pay
by way of  prepayment  fee an amount equal to 1% of the amount  prepaid for each
year or portion  thereof the remaining  between the date of  prepayment  and the
date upon which the final payment  hereunder and under the Note shall be due and
payable.

            (c)   The Borrower shall use the Acquisition Loan for the purpose of
partly funding  Acquisition  and the Working  Capital Loan for long term working
capital requirements of the Borrower and its Affiliates.

            SECTION  2.04.  EVIDENCE OF  INDEBTEDNESS.  All Advances  under this
Agreement shall be evidenced by, and repaid with interest in accordance with the
Note and the records of the Bank, which shall constitute prima facie evidence of
the amount of the principal and interest.

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                                   ARTICLE III
                        INTEREST, PAYMENTS, FEES, USE OF
                         FACILITY, ADJUSTMENTS, SECURITY

            SECTION 3.01. INTEREST.  The Borrower shall pay interest to the Bank
on the  Advance  at a rate per annum  equal to the Prime  Rate plus one  percent
(1.0%).  Any amount of Advance remaining  outstanding  beyond the date when due,
whether at maturity,  by notice of  prepayment,  by  acceleration  or otherwise,
shall bear  interest at a default rate (the  "Default  Rate") per annum equal to
three  percent  (3.0%) above the Prime Rate from the date when due until paid in
full.  Any change in the interest rate resulting from a change in the Prime Rate
shall  become  effective  as of the opening of business on the day on which such
change in the Prime Rate shall become effective. Interest shall be calculated on
the basis of a year of 365 days for the actual number of days elapsed.

            SECTION 3.02. INTEREST ADJUSTMENTS.  Notwithstanding anything in the
Credit  Documents to the  contrary,  if this  Agreement,  the Note or the Credit
Documents  would at any time otherwise  require payment to the Bank of an amount
of interest in excess of the maximum amount then permitted by law, such interest
payments  to the Bank shall be reduced to the extent  necessary  so as to ensure
that the Bank shall not receive  interest in excess of such maximum  amount.  To
the extent that,  pursuant to the  foregoing  sentence,  the Bank shall  receive
interest payments  hereunder or under the Note in an amount less than the amount
otherwise provided, such deficit (the "Interest Deficit") will cumulate and will
be carried forward until the termination of this Agreement.  Interest  otherwise
payable to the Bank hereunder and under the Note for any subsequent period shall
be increased by the maximum amount of the Interest  Deficit that may be so added
without  causing the Bank to receive  interest  in excess of the maximum  amount
then permitted by the law.

            SECTION 3.03. METHOD OF PAYMENTS.

      (a)   The  Borrower  shall make each  repayment  of  principal  under this
Agreement  and under the Note to the Bank at the  Branch  Office in  Dollars  in
immediately  available  funds by no later than the close of business in New York
City on the following dates: December 31, 2006 the sum of $250,000.00; March 31,
2007 the sum of $250,000.00; June 30, 2007 the sum of $250,000.00; September 30,
2007 the sum of $250,000.00; December 31, 2007 the sum of $250,000.00; March 31,
2008 the sum of $500,000.00; June 30, 2008 the sum of $500,000.00; September 30,
2008 the sum of $500,000.00; December 31, 2008 the sum of $500,000.00; March 31,
2009 the sum of $750,000.00; June 30, 2009 the sum of $750,000.00; September 30,
2009 the sum of $750,000.00; December 31, 2009 the sum of $750,000.00; March 31,
2010 the sum of $1,000,000.00; June 30, 2010 the sum of $1,000,000.00; September
30,  2010  the  sum  of  $1,000,000.00;   and  December  31,  2010  the  sum  of
$1,250,000.00.  The Borrower and the Guarantor, hereby irrevocably authorize the
Bank, if and to the extent any payments of principal are not made when due under
this  Agreement,  to charge  any  amount so due from  time to time  against  any
account of the Borrower or the Guarantor with the Bank.

      (b)   The  Borrower  shall  make  each  payment  of  interest  under  this
Agreement or under the

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Note to the Bank at the Branch Office in Dollars in immediately  available funds
by no later than the close of business in New York City on the  fifteenth day of
each  succeeding  month or at the maturity of each instrument as may be required
by the Bank from  time to time,  commencing  on the last day of the  month  next
following the Closing Date, in an amount  sufficient to pay all unpaid interest,
if any, accrued as of the date of payment. The Borrower and the Guarantor hereby
irrevocably  authorize  the Bank to charge any  account of the  Borrower  or the
Guarantor  with the Bank to the extent the Borrower  fails to pay such  amounts.
Bank shall send a statement  to the  Borrower  before the  seventh  (7th) day of
every month setting forth the amount of interest due for such month.

      (c)   Whenever any payment to be made under this Agreement shall be stated
to be due on a day that is not a Business Day, such payment shall be made on the
next succeeding  Business Day and any resulting  extension of time shall in such
case be included in the computation of the payment of interest.

            SECTION 3.04.  MANDATORY  PREPAYMENT.  If the Borrower  receives any
insurance  proceeds  with  respect  to  Collateral  that  has  been  damaged  or
destroyed, the Borrower shall utilize such proceeds to replace the Collateral so
damaged or destroyed,  provided,  however,  that in the event that Borrower does
not  intend to so utilize  such  insurance  proceeds  or does not do so within a
reasonable  period of time following the receipt of such  insurance  proceeds by
Borrower,  Borrower  shall  promptly  pay to the  Bank  the  lesser  of (i) such
insurance or (ii) the sum of the  aggregate  principal  outstanding  Obligations
under this Agreement and all interests  accrued on any amount  prepaid,  and the
Bank  shall  reduce  the  outstanding  Obligations  by an  amount  equal to such
insurance proceeds. All insurance proceeds shall be maintained at the Bank in an
escrow  account  for a period of thirty  (30) days or until  such time  Borrower
notifies the Bank of its intention to replace the Collateral,  whichever  occurs
earlier.  All  replacement  costs  shall be paid  directly to the sellers by the
Bank.

            SECTION 3.05. FEES, COMMISSION AND EXPENSES.  The Borrower shall pay
to the Bank such fees,  commission  and expenses as may be regularly  charged by
the Bank to its other  customers  for allowing  Advance.  In addition,  Borrower
shall  pay the  Bank a  non-refundable  front-end  processing  fee in the sum of
$78,750.00.  The Borrower and Guarantor hereby irrevocably authorize the Bank to
charge any account of the Borrower and Guarantor  with the Bank to be extent the
Borrower fails to pay such amounts.

            SECTION 3.06.  LEGAL FEES. On the Closing Date,  the Borrower  shall
pay to the Bank the reasonable fees and disbursements of Menon & Posner, counsel
to the  Bank,  incurred  in  the  preparation  and  negotiation  of  the  Credit
Documents.  The Borrower and Guarantor hereby irrevocably  authorize the Bank to
charge any account of the Borrower and Guarantor  with the Bank to be extent the
Borrower fails to pay such amounts.

            SECTION 3.07.  APPLICATION OF PAYMENTS.  All amounts received by the
Bank from the Borrower  relative to the Agreement and the Note shall be applied,
regardless of any designations to the contrary, at the discretion of the Bank.

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            SECTION 3.08.  CAPITAL  ADEQUACY.If the imposition of, or any change
in, any law, rule, regulation or guideline or the interpretation or application,
including,  without  limitation,  any  request or policy not having the force of
law, of any thereof by any court or  administrative  or  governmental  authority
shall impose, modify or make applicable any taxes (except United States federal,
State or local income or franchise  taxes  imposed on the overall  income of the
Bank), reserve requirements,  capital adequacy requirements or other obligations
that  would  in the  Bank's  judgment  (a)  increase  the  cost to the  Bank for
extending or maintaining the credit facilities to which this Agreement  relates,
(b) reduce the  amounts  payable to the Bank under the Credit  Documents  or (c)
reduce the rate of return on the Bank's  capital as a consequence  of the Bank's
obligations  with respect to the  Advances,  then the Borrower  shall pay to the
Bank such  additional  amounts as will  compensate the Bank therefor within five
days  after  the  Bank's  written  demand,  which  shall  be  accompanied  by an
explanation of such  imposition or charge and shall be conclusive in the absence
of manifest error.

            SECTION 3.09. USE OF ADVANCE. The Borrower shall use the Advance for
the purpose of  Acquisition  and working  capital  requirements  as set forth in
Section 2.03 (c) of this Agreement.

            SECTION  3.10.  SECURITY.  As  security  for  the  Obligations,  the
Borrower  herewith grants to the Bank (i) a first priority  security interest in
the  Collateral  pursuant  to  the  Security  Agreement  and  (ii)  Guaranty  of
Guarantors.

                                   ARTICLE IV
                              CONDITIONS PRECEDENT

            SECTION  4.01.   CONDITIONS   PRECEDENT  TO  INITIAL  ADVANCE.   The
obligation of the Bank to allow any initial  Advance under this Agreement to the
Borrower  is  subject  to the  conditions  precedent  that the Bank  shall  have
received  on the  date of this  Agreement  each of the  following,  in form  and
substance satisfactory to the Bank and its counsel:

            (a)   NOTE.  The Note duly executed by the Borrower in the principal
sum of $10,500,000.00 and dated as of the date of this Agreement; and

            (b)   GUARANTY.  The forms of Guaranty  duly  executed by Guarantors
and dated as of the date of this Agreement; and

            (c)   SECURITY AGREEMENTS.  The Security Agreements duly executed by
the Borrower and Guarantors and dated as of the date of this Agreement  together
with  acknowledgment  copies of the  financing  statements  duly filed under the
Uniform  Commercial Code of all  jurisdictions to perfect the security  interest
created by the Security Agreements; and

            (d)   PAYOFF LETTER FROM BANK OF AMERICA. A pay off letter from Bank
of  America  setting  forth  the  amount  due from  Kirk,  LLC as of the date of
Closing; and

            (e)   LIST OF  EQUIPMENTS  UNDER  LEASE.  A list  setting  forth the
description  of the  equipments  under  lease  by the  Borrower,  Kirk,  LLC and
Andapharm, LLC as of the date of Closing; and

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            (f)   LEASES.  Copy of the  leases of the  operational  facility  of
Borrower, Kirk, LLC, and Andapharm,  LLC, which evidence that said leases do not
expire until December 31, 2010; and

            (g)   UNDERTAKING BY NOSTRUM. An undertaking by Nostrum and Personal
Guarantor  that they shall not dispose of or otherwise  alienate their shares in
Borrower; and

            (h)   STATUS  REPORT FROM WELLS  FARGO.  A status  report from Wells
Fargo as to Borrower's loan; and

            (i)   SUBSCRIPTION  AGREEMENT.  A copy of the subscription agreement
between Maneesh Pharmaceuticals PVT. LTD or any other investor and Borrower; and

            (j)   CERTIFICATE  OF BORROWER AS TO FUNDS RAISED.  A Certificate of
Borrower  stating that Borrower has raised funds in the sum of $9.682 Million by
equity capital ($6 Million) and convertible debt/notes ($3.682); and

            (k)   FEDERAL FOOD AND DRUG  ADMINISTRATION  ("FDA") APPROVALS.  FDA
approvals  received  by  the  Borrower  and  Guarantors  as of the  date  of the
Agreement with respect to their products; and

            (l)   STATEMENT OF PATENTS/INTELLECTUAL PROPERTY RIGHTS. A Statement
of Borrower  setting forth the  patent/intellectual  property rights held by the
Borrower  and  Guarantors  along with their  registration  information  with the
governmental authorities.

            (m)   INSURANCE  CERTIFICATES.  The  certificates  of  insurance  as
required by Section 6.06 of this Agreement; and

            (n)   APPLICATION FEE. The application fee as stated in Section 3.05
of this Agreement; and

            (o)   OPINION  OF  BORROWER'S  COUNSEL.  An  opinion  of  Borrower's
counsel in form and substance satisfactory to the Bank and its counsel.

            (p)   CORPORATE  RESOLUTION.  A  Corporate  Resolution  in form  and
substance satisfactory to the Bank authorizing an officer of Borrower to execute
the Credit Documents; and

            (q)   LEGAL FEES.  Reasonable legal fees and disbursements  incurred
by  Messrs.  Menon  &  Posner,  Counsel  to the  Bank,  in the  preparation  and
negotiation of the Credit Documents; and

            (r)   OTHER APPROVALS,  ETC. The Bank shall have received such other
approvals, opinions or documents that the Bank may reasonably request.

                                       9
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                                    ARTICLE V
                          REPRESENTATION AND WARRANTIES

      The Borrower represents and warrants to the Bank that:

      SECTION  5.01.  INCORPORATION,  GOOD STANDING AND DUE  QUALIFICATION.  The
Borrower is a  corporation  duly  incorporated,  validly  existing,  and in good
standing under the laws of the jurisdiction of its  incorporation.  The Borrower
is qualified to do business  wherever  such  qualification  is necessary and has
full power and authority,  corporate and otherwise, to enter into this Agreement
and other Credit Documents required hereunder on its behalf.

      SECTION 5.02. CORPORATE POWER AND AUTHORITY. The execution,  delivery, and
performance by the Borrower of the Credit  Documents to which it is a party have
been duly authorized by all necessary  corporate  action and do not and will not
(a) require any consent or approval of the stockholders of such corporation; (b)
contravene such corporation's charter or bylaws;(c) violate any provision of any
law,  rule,  regulation  (Regulation  U of the Board of Governors of the Federal
Reserve System),  order, writ, judgment,  injunction,  decree,  determination or
award presently in effect having  applicability to such corporation;  (d) result
in a breach of or  constitute  a default  under  any  indenture,  loan or credit
agreement or any other agreement,  lease or instrument to which such corporation
is a party or by which it or its properties may be bound or affected, other than
the Convertible Promissory Notes due April 2007 of the Borrower in the aggregate
principal  amount of  approximately  $3,345,000;  (e) result in or  require  the
creation or  imposition  of any lien,  except the lien  created by the  Security
Agreement,  upon or with respect to any of the properties now owned or hereafter
acquired by such  corporation;  or (f) cause such  corporation  to be in default
under any such law, rule, regulation, order, writ, judgment, injunction, decree,
determination or award or any such indenture, agreement, lease or instrument.

      SECTION 5.03. LEGALLY ENFORCEABLE  AGREEMENT.  This Agreement is, and each
of the other  Credit  Documents  to which any member of the  Borrower  Pro Forma
Consolidated  Group is a party  when  delivered  under this  Agreement,  will be
legal, valid, and binding obligations of the Borrower and/or such members of the
Borrower Pro Forma Consolidated  Group, party thereto,  enforceable against such
party, in accordance with their respective terms, except to the extent that such
enforcement  may be  limited by  applicable  bankruptcy,  insolvency,  and other
similar laws affecting creditors' rights generally.

      SECTION 5.04. FINANCIAL STATEMENTS AND PROJECTIONS.

      (a)   The consolidated  balance sheet of the Borrower  Consolidated  Group
for the fiscal year ended October 31, 2005 and for the previous years  submitted
in connection with its application for Advance,  and the accompanying  footnotes
are  complete  and correct and fairly and  accurately  represent  the  financial
condition of the Borrower Consolidated Group as at such dates and the results of
the  operations of the Borrower  Consolidated  Group for the periods  covered by
such statements,  all in accordance with GAAP  consistently  applied (subject to
year end  adjustments  in the case of the interim  financial  statements),  and,
except as otherwise set forth in the Borrower SEC Documents,  since the November
1, 2005 there has been no material adverse change in the condition (financial or

                                       10
<PAGE>


otherwise), business or operations of the Borrower Consolidated Group. There are
no liabilities of the Borrower Consolidated Group, fixed or contingent, that are
material  but are not  reflected  in the  financial  statements  or in the notes
thereto, other than liabilities arising in the ordinary course of business since
the  beginning  of current  fiscal  year.  No  information,  exhibit,  or report
furnished by any member of the Borrower  Consolidated  Group to the Bank, or, to
the knowledge of the  Borrower,  by Kirk,  LLC or Andapharm,  LLC, in connection
with the  negotiation of this Agreement  contained any material  misstatement of
fact or  omitted  to state a  material  fact or any fact  necessary  to make the
statement contained therein, in light of the circumstances under which they were
made, not misleading.

      (b)   The  projections  provided  by the  Borrower  to the Bank  have been
prepared  in good faith by Borrower  and are based upon  assumptions  which,  in
light of the circumstances under which they are made, are fair and reasonable.

            SECTION  5.05.  FINANCIAL  STATEMENT OF  GUARANTORS.  The  financial
statement of  Guarantors  are complete and correct in all  respects,  and fairly
represent the financial condition of the Personal Guarantor and Guarantors as of
that date.

            SECTION 5.06.  ASSUMPTIONS  MADE FOR ACQUISITION AND APPLICATION FOR
ADVANCE.  Borrower's  assumptions in connection with its application for Advance
for the Acquisition are fair and reasonable in all respects.

            SECTION 5.07. OTHER AGREEMENTS. No members of the Borrower Pro Forma
Consolidated  Group are, nor shall be, without the Bank's prior consent, a party
to any indenture,  loan or credit agreement,  or to any lease or other agreement
or instrument or subject to any charter or corporate restriction that could have
a material  adverse effect on the business,  properties,  assets,  operations to
conditions,  financial or otherwise of the Borrower Pro Forma Consolidated Group
or the  ability  of the  Borrower  or any  member  of  the  Borrower  Pro  Forma
Consolidated Group to carry out their obligations under the Credit Documents. No
member of the Borrower Pro Forma Comsolidated Group is in default in any respect
in the  performance,  observance  or  fulfillment  of  any  of the  obligations,
covenants or conditions contained in any agreement or instrument material to its
business.

            SECTION 5.08.  LITIGATION.  There is no pending or threatened action
or  proceeding  against  or  affecting  any  member  of the  Borrower  Pro Forma
Consolidated  Group before any court,  governmental  agency,  or arbitrator that
may,  in any one  case or in the  aggregate,  materially  adversely  affect  the
financial condition, operation,  properties, or business of the the Borrower Pro
Forma Consolidated Group or the ability of the members of the Borrower Pro Forma
Consolidated  Group to perform  their  respective  obligations  under the Credit
Documents.

            SECTION  5.09.  NO DEFAULT ON  OUTSTANDING  JUDGMENTS OR ORDERS.  No
member of the Borrower Pro Forma  Consolidated  Group is in default with respect
to any judgment  affecting their respective  business,  properties,  or assets,,
writ,  injunction,  decree,  rule,  or  regulation  of any court,  arbitrator or
federal,  state, municipal or other governmental authority,  commission,  board,
bureau, agency or instrumentality, domestic or foreign.

                                       11
<PAGE>


            SECTION 5.10. OWNERSHIP AND LIENS. The relevant member or members of
the  Borrower  Pro Forma  Consolidated  Group  has title to, or valid  leasehold
interest in, their respective  properties and assets, real and personal and none
of the properties and assets owned thereby and none of their leasehold  interest
is subject to any lien,  other than filings  under the Uniform  Commercial  Code
evidencing leasehold interests, except such as may be permitted pursuant to this
Agreement.

            SECTION  5.11.  OPERATION OF BUSINESS.  The Borrower  possesses  all
licenses, permits, franchises, patents, copyrights,  trademarks and trade names,
or rights thereto,  necessary to conduct its business as it is now conducted and
as it is proposed to be conducted,  and, to the  knowledge of the Borrower,  the
Borrower is not in  violation  of any valid rights of others with respect to any
of the foregoing.

            SECTION 5.12. TAXES. Each member of the Borrower  Consolidated Group
has, and the Borrower believes that Kirk, LLC and Andapharm, LLC have, filed all
tax  returns  required  to be  filed  and  have  paid  all  taxes,  assessments,
governmental  charges  and levies  thereon  to be due,  including  interest  and
penalties.

            SECTION 5.13. COMPLIANCE WITH ENVIRONMENTAL LAWS.

            (a)   To the best of its knowledge, the Borrower has complied in all
material respects with, is currently in compliance in all material respects with
and  will  continue  to be in  compliance  in all  material  respects  with  all
environmental  laws,  ordinances,  orders or  decrees of every  state,  federal,
municipal or other  governmental body or agency,  including  without  limitation
every state, federal or local environmental law applicable to it.

            (b)   To the best of its  knowledge,  no solid or hazardous or toxic
wastes or hazardous  substances (as defined in the  Comprehensive  Environmental
Response Compensation and Liability Act, the Resources Conservation and Recovery
Act and the Super Fund Amendments and  Reauthorization  Act of 1986, as amended)
or under any successor or similar law or any applicable  state or local law, are
processed,  discharged,  stored, treated, disposed of or managed at any facility
owned,  leased or  operated  by the  Borrower,  at the  request or behest of the
Borrower or at any facility  owned,  leased or operated by the Borrower,  at the
request or behest of the  Borrower or at any  adjoining  site,  so as to require
license,  permit or authorization  of any type from any  governmental  authority
other than adverse effect on the Borrower.  No governmental or private action to
enforce  environmental or pollution control laws have been initiated against the
Borrower or against or with respect to any facility of the Borrower.

            (c)   To the best of its knowledge, there is not pending against the
Borrower before any court,  arbitrator or governmental  body, agency or official
any action,  suit or  proceeding  that (1) is based on alleged  damage to health
caused by any hazardous or toxic substance or by any waste or by-product thereof
and (2)  involves (A) a claim for damages in excess of $10,000 or (B) claims for
damages  under $10,000 that,  in the  aggregate,  could have a material  adverse
effect on the Borrower Consolidated Group.

                                       12
<PAGE>


            SECTION  5.14.  LABOR   RELATIONS.   No  work  stoppage  that  could
materially  adversely  affect  the  business,  financial  position,  results  of
operations or prospects of the Borrower has occurred or is continuing or, to the
knowledge of the Borrower,  is threatened,  and no material union representation
questions  exist with respect to the  employees of the  Borrower.  There are not
charges of unfair labor practices  pending or, to the knowledge of the Borrower,
threatened  before any governmental or regulatory  agency or authority,  nor are
there any pending labor negotiations or union organization efforts, involving or
affecting employees of the Borrower.

                                   ARTICLE VI
                              AFFIRMATIVE COVENANTS

            So long as the Note shall  remain  unpaid or the Bank shall have any
payment outstanding under this Agreement, the Borrower will:

            SECTION 6.01.  MAINTENANCE  OF EXISTENCE.  Preserve and maintain its
existence  as a  corporation  and in good  standing in the  jurisdiction  of its
incorporation,  and  qualify  and  remain  qualified  as a  corporation  in each
jurisdiction in which such qualification is required.

            SECTION 6.02.  MAINTENANCE OF RECORDS.  Maintain,  keep and preserve
adequate records and books of account, in which complete entries will be made in
accordance with GAAP consistently applied, reflecting all financial transactions
of the Borrower.

            SECTION 6.03. MAINTENANCE OF COLLATERAL.  Maintain keep and preserve
all  Collateral  (tangible  and  intangible)  necessary  or useful in the proper
conduct of its business in good working order and  condition,  ordinary wear and
tear excepted.

            SECTION  6.04.   INSPECTION  OF  COLLATERAL  AND  RELATED   RECORDS.
Maintain, keep and preserve with respect to the Collateral accurate records that
are as complete and  comprehensive  as those  customarily  maintained  by others
engaged  in  the  same   business  and  make   available  to  the  Bank  or  its
representatives,  at Borrower's sole cost and expense,  on the Bank's reasonable
advance request, all books, records,  contracts, notes and all other information
and data of every kind  relating to its  business and the  collateral.  The Bank
shall have the right to examine all such  books,  records,  contracts  and other
information  and to make  abstracts  therefrom or copies thereof at any time and
from time to time upon reasonable advance notice to the Borrower. At any time or
times that the Bank may reasonably request in advance, the Borrower will, at its
cost and expense,  prepare a list or lists in such form as shall be satisfactory
to the Bank, certified by duly authorized officers, describing the Collateral in
such  detail as the Bank shall  require  and  specifying  the  location  of such
Collateral and the records  pertaining  thereto,  and permit the Bank to inspect
such Collateral or any part thereof at Borrower's cost and expense at such place
as the  Collateral  may be held or  located or at such  other  reasonable  place
chosen by the Bank.

            SECTION  6.05.  CONDUCT  OF  BUSINESS.  Continue  to  conduct  in an
efficient and economical manner a business of the same general type as conducted
by the Borrower on the date of this Agreement.

                                       13
<PAGE>


            SECTION 6.06. MAINTENANCE OF INSURANCE.

            (a)   At its sole cost and expense,  maintain insurance against loss
or damage to the Collateral with responsible and reputable  insurance  companies
or  associations  satisfactory  to the Bank in such  amounts and  covering  such
risks,  including,  without  limitation,  fire,  comprehensive  and  general and
automobile liability, property damage, workers' compensation,  and miscellaneous
equipment  floaters,  and for such terms as are usually  carried by corporations
engaged in similar businesses; and

            (b)   Cause all insurance policies issued or maintained  pursuant to
this Section and name the Borrower and/or other member of the Borrower Pro Forma
Consolidated  Group as insured and the Bank as loss payee without the Bank being
liable for premiums or other costs or expenses; and

            (c)   At least  thirty  days  prior to the  expiration  of each such
policy,  furnish the Bank with evidence  satisfactory to the Bank of the payment
of premiums  and the  reissuance  of a policy  continuing  insurance in force as
required by this Agreement.  All such policies or  certificates  shall contain a
provision  that such  policies will not be subject to  cancellation  or material
amendment,  including without  limitation,  any amendment  reducing the scope of
limits of  coverage,  without  at least  thirty  days  prior  written  notice by
certified or  registered  mail to the Bank.  In the event the Borrower  fails to
provide, maintain, keep in force or deliver and furnish to the Bank the policies
of insurance required by this Section,  the Bank may, but shall not be obligated
to, procure such insurance or single interest  insurance for such risks covering
the Bank's  interest,  and the Borrower will pay all premiums  thereon  promptly
upon  demand  by the  Bank,  together  with  interest  thereon  at the rate then
applicable  to the  Advance  made to the  Borrower  hereunder  from  the date of
expenditure by the Bank until reimbursement in full by the Borrower; and

            (d)   Attach  or  cause to be  attached  to all  insurance  policies
required to be furnished  by any member of the  Borrower Pro Forma  Consolidated
Group  pursuant to this  Section,  a lender's  loss payable  endorsement  or its
equivalent,  or a loss payable clause acceptable to the Bank, for the benefit of
the Bank; and

            (e)   Observe  and  comply  with the  requirements  of all  material
policies  of  insurance  required  to be  maintained  in  accordance  with  this
Agreement  and perform and satisfy the material  requirements  of the  companies
writing  such  policies  so  that  at  all  times  companies  of  good  standing
satisfactory  to the  Bank  shall  be  willing  to write  and to  continue  such
insurance; and

            (f)   Upon request by the Bank,  furnish the Bank with a certificate

f an officer of the  Borrower,  containing  a  detailed  list of the  insurance
policies of the members of the Borrower Pro Forma Consolidated Group required by
or referred to in this Section, then outstanding and in force.

            SECTION 6.07.  COMPLIANCE WITH LAWS. Comply in all respects with all
applicable laws, rules, regulations and orders,  including,  without limitation,
paying  before  the  same  become   delinquent  all  taxes,   assessments,   and
governmental  charges  imposed upon it or upon its  property  unless such taxes,
assessments and  governmental  charges are being diligently  contested,  in good
faith, by the Borrower.

                                       14
<PAGE>


            SECTION  6.08.  RIGHT OF  INSPECTION.  At its sole cost and expense,
upon request by the Bank and in any event at least once in three months,  permit
the Bank or any  agent or  representative  thereof  to  examine,  audit and make
copies of and  abstracts  from the  records and books of account of, and inspect
the  Collateral  and  properties  of the  Borrower  and to discuss the  affairs,
finances  and accounts of the Borrower  with any of its officer,  directors  and
independent  accountants.  For the  purpose of this  Section,  cost and  expense
include  reasonable travel and hotel expenses,  allowance paid to the inspecting
officer of the Bank and such other expenses that are reasonably and  customarily
charged by Bank to the Borrower's account.

            SECTION 6.09. REPORTING REQUIREMENTS. Furnish to the Bank:

            (a)   ANNUAL FINANCIAL  STATEMENTS.  As soon as available and in any
event  within  ninety  (90)  days  after the  close of each  fiscal  year of the
Borrower Pro Forma  Consolidated  Group,  a  consolidated  and/or  consolidating
balance sheet of the Borrower Pro Forma Consolidated Group as of the end of such
fiscal year and a  consolidated  and/or  consolidating  statement  of income and
retained  earning of the Borrower Pro Forma  Consolidated  Group for such fiscal
year, and a consolidated and/or consolidating  statements of change in financial
position of the Borrower Pro Forma  Consoldiated Group for such fiscal year, all
in reasonable detail and stating in comparative form the respective consolidated
and/or consolidating  figures for the corresponding date and period in the prior
fiscal  year and all audited in  accordance  with GAAP  consistently  applied by
independent  certified public accountant selected by the Borrower and acceptable
to the Bank; and

Compiled half-yearly financial statements of the Borrower Pro Forma Consolidated
Group every six months during the continuation of the Agreement.  Such financial
statement  shall be  submitted  within  ninety  (90)  days of the  expiry of the
relevant half fiscal year; and

            (c)   MANAGEMENT LETTERS.  Promptly upon receipt thereof,  copies of
any  reports   submitted  to  the  Borrower  by  independent   certified  public
accountants in connection  with  examination of the financial  statements of the
Borrower made by such accountants; and

            (d)   ACCOUNTANT'S  REPORT.  Simultaneously with the delivery of the
annual financial  statements  referred to in this Section,  a certificate of the
independent  public accountants that audited such statements to the effect that,
in making the examination necessary for the audit of such statements,  they have
obtained no knowledge of any  condition  or event that  constitutes  an Event of
Default,  or if such  accountants  shall  have  obtained  knowledge  of any such
condition or event,  specifying  each such condition or event of which they have
knowledge and the nature and status thereof; and

            (e)   NOTICE OF LITIGATION.  Promptly after the commencement thereof
or  notice  of  all  actions,   suits  and  proceedings  before  any  courts  or
governmental department,  commission,  board, bureau, agency or instrumentality,
domestic or foreign,  affecting  any member or members of the Borrower Pro Forma
Consolidated  Group,  could  have a  material  adverse  effect on the  financial

                                       15
<PAGE>


condition,  properties  or  operations  of the Borrower  Pro Forma  Consolidated
Group; and

            (f)   NOTICE OF EVENTS OF DEFAULT.  As soon as  possible  and in any
event  within  fifteen  days  after the  occurrence  of each  Event of Default a
written notice setting forth the details of such Event of Default and the action
which is proposed to be taken by the Borrower with respect thereto; and

            (g)   REPORTS  TO OTHER  CREDITORS.  Promptly  after the  furnishing
thereof,  copies of any  statements  or  report  furnished  to any  other  party
pursuant to the terms of any indenture,  loan,  credit or similar  agreement not
otherwise  required to be furnished to the Bank  pursuant to any other clause of
this Section; and

            (h)   PROXY  STATEMENTS,  ETC.  Promptly  after  sending  or  filing
thereof,  copies of all proxy statements,  financial statements and reports that
the  Borrower  sends to its  stockholders  or members and copies of all regular,
periodic and special reports and registration statements the Borrower filed with
the Securities and Exchange Commission or any governmental authority that may be
substituted therefor or with any national securities exchange; and

            (i)   QUARTERLY STATEMENT OF ACCOUNTS RECEIVABLE.  Within forty-five
(45) from the end of every  quarter  (i.e.,  January  31,  April 30, July 31 and
October 31), submit to the Bank a quarterly statement of accounts receivable for
the quarter then ended duly certified by the chief financial officer of Borrower
with details of aging.  Failure to provide the quarterly  statement as aforesaid
shall  make  Borrower  liable  for  interest  at the  Default  Rate in the  sole
discretion of the Bank.

            (j)   MONTHLY STATEMENT OF ACCOUNTS RECEIVABLE.  Within fifteen (15)
days from the beginning of the month,  submit a statement of accounts receivable
as of the last day of the preceding month.

            SECTION  6.10.  MAINTENANCE  OF  BANK  ACCOUNTS.  Maintain  in  good
standing all deposit accounts with the Bank at its Branch Office.

            SECTION 6.11.  POLLUTION  CONTROL AND EMISSION CONTROL  CERTIFICATE.
Furnish to the Bank a certificate  from  appropriate  authorities  that Borrower
Consolidate  Group  is in  compliance  with  the  applicable  laws  relating  to
pollution and emission  control during the term of this Agreement.  In the event
no such certificate is required due to Borrower's  nature of business,  Borrower
shall give a statement  in writing to the Bank that such  certificate  cannot be
obtained.

            SECTION 6.12. ACQUISITION OF ANDAPHARM, LLC. Upon the closing of the
Acquisition, cause Andapharm, LLC to be promptly acquired by Andapharm, Inc.

            SECTION  6.13.  ACQUISITION  OF KIRK,  LLC.  Upon the closing of the
Acquisition, cause Kirk LLC to be promptly acquired by Kirk, Inc.

            SECTION 6.14. BANK OF AMERICA'S LOAN TO BORROWER. At the closing pay
off Bank of America's loan to Borrower.

                                       16
<PAGE>


                                   ARTICLE VII
                               NEGATIVE COVENANTS

            So long as the Note shall remain  unpaid or the Borrower  shall have
any Obligations under this Agreement,  the Borrower shall not without the Bank's
prior written consent:

            SECTION 7.01. LIENS.  Create,  incur,  assume or suffer to exist any
lien upon or with  respect  to any of its  properties,  now  owned or  hereafter
acquired, except:

            (a)   Liens in favor of the Bank;

            (b)   Liens for taxes or assessments or other government  charges or
levies not yet due and payable or, if due and  payable,  contested in good faith
by appropriate proceeding and for which appropriate reserves are maintained;

            (c)   Liens, deposits or pledges to secure the performances of bids,
tenders,  contracts  (other than  contracts  for the  payment of money),  leases
(permitted   under  the  terms  of  this   Agreement)  or  public  or  statutory
obligations;  surety,  stay,  appeal,  indemnity,  performance  or other similar
bonds; or other similar obligations arising in the ordinary course of business;

            (d)   Purchase-money liens on any property hereafter acquired or the
assumption of any lien on property existing at the time of such acquisition,  or
a lien incurred in connection with any conditional sale or other title retention
agreement or a capital lease; provided that

                  (1)   Any property subject to any of the foregoing is acquired
                        by the Borrower in the  ordinary  course of business and
                        the   lien   on   any   such    property    is   created
                        contemporaneously  with, or prior to, such  acquisition;
                        and

                  (2)   The obligation  secured by any lien so created,  assumed
                        or existing  shall not exceed fifty percent (50%) of the
                        lesser  of cost or fair  market  value as of the time of
                        acquisition  of  the  property  covered  thereby  to the
                        Borrower,  except for liens existing  before the date of
                        this Agreement; and

                  (3)   Each such lien  shall  attach  only to the  property  so
                        acquired and fixed improvements thereon; and

                  (4)   The debt  secured  by all such  liens  shall not  exceed
                        Fifty  Thousand   Dollars   ($50,000.00)   at  any  time
                        outstanding  in the  aggregate  except for debt existing
                        prior to the date of this  Agreement and liens  pursuant
                        to this Agreement; and

                                       17
<PAGE>


                  (5)   The obligation  secured by such lien is permitted by the
                        provisions of the Section 7.02.

            SECTION 7.02.  DEBT.  Create,  incur,  assume or suffer to exist any
debt, except:

            (a)   Debt of the Borrower under this Agreement or the Note;

            (b)   Debt of the  Borrower  owed to  lenders  other  than  Bank and
subordinated  on terms  satisfactory  to the Bank to the Borrower's  Obligations
under this Agreement and the Note;

            (c)   Accounts payable to trade creditors for goods or services that
are not aged more than one hundred and eighty  (180) days from  billing date and
current operating liabilities (other than for borrowed money) which are not more
than sixty (60) days past due, in each case  incurred in the ordinary  course of
business and paid within the specified time,  unless contested in good faith and
by appropriate proceedings;

            (d)   Debt of the  Borrower  owed to lenders or banks other than the
Bank and secured by purchase-money liens permitted by Section 7.01(d).

            SECTION 7.03.  MERGERS,  ETC.  Merge or  consolidate  with, or sell,
assign, lease or otherwise dispose of (whether in one transaction or in a series
of  transactions),  all or substantially all of its assets (whether now owned or
hereafter  acquired)  to any Person or acquire all or  substantially  all of the
assets or the business of any Person.

            SECTION  7.04.  LEASES.  Create,  incur,  assume or suffer to exist,
other than in the ordinary course of business,  any obligation as lessee for the
rental or hire of any real or personal  property,  except:  (a)  capital  leases
permitted by Section 7.01; and (b) leases existing on the date of this Agreement
and any extensions or renewals thereof.

            SECTION  7.05.  SALE AND  LEASEBACK.  Sell,  transfer  or  otherwise
dispose of any real or personal  property to any person and thereafter  directly
or indirectly lease back the same or similar property.

            SECTION 7.06. DIVIDENDS. Declare or pay dividends or profits without
prior written consent of the Bank.

            SECTION 7.07. SALE OF ASSETS.  Without the Bank's prior consent, not
to be unreasonably withheld,  sell, lease, assign, transfer or otherwise dispose
of any of its  now  owned  or  hereafter  acquired  assets  (including,  without
limitation,  receivables  and  leasehold  interest),  except:  (a) for inventory
disposed  of in the  ordinary  course  of  business  and (b) the  sale or  other
disposition of assets no longer used or useful in the conduct of its business.

            SECTION 7.08. INVESTMENTS.  Without the Bank's prior consent, not to
be unreasonably withheld,  make any loan or advance to any Person or purchase or
otherwise acquire any capital stock, assets, obligations or other securities of,
make any capital  contribution to or otherwise

                                       18
<PAGE>


invest in or acquire any interest in any Person,  except stock,  obligations  or
securities  received in settlement of debts owing to the Borrower and created in
the ordinary course of business.

            SECTION 7.09. GUARANTIES, ETC. Without the Bank's prior consent, not
to be  unreasonably  withheld,  assume,  guarantee,  endorse or  otherwise be or
become  directly  or  contingently  responsible  or liable  (including,  but not
limited to, an agreement to purchase any  obligation,  stock,  assets,  goods or
services to supply or advance any funds,  assets,  goods or services to maintain
or cause  such  Person to  maintain  a minimum  working  capital or net worth or
otherwise to assure the creditors of any person against loss) for obligations of
any Person,  except  guaranties by  endorsement  of negotiable  instruments  for
deposit  or  collection  or  similar  transactions  in the  ordinary  course  of
business.

            SECTION 7.10. TRANSACTIONS WITH AFFILIATES. Without the Bank's prior
consent,  not to be unreasonably  withheld,  enter into any transaction with any
Affiliate of the Borrower,  including, without limitation, the purchase, sale or
exchange of property or the  rendering of any  services,  except in the ordinary
course of and pursuant to the reasonable requirements of the Borrower's business
and upon fair and reasonable  terms no less favorable to the Borrower than would
obtain in a  comparable  arm's-length  transaction  with a Person that is not an
Affiliate of the Borrower.

            SECTION.  7.11.  EXPENDITURES FOR ADDITIONS OR IMPROVEMENTS.  Incur,
directly or indirectly,  any  expenditure  for additions or  improvements to the
Borrower Pro Forma Consolidated  Group's fixed assets or enter into agreement to
make any additions or improvements which will result in expenditure in excess of
an aggregate amount of $250,000.00 in any given financial year.

            SECTION 7.12.  MATERIAL  ADVERSE CHANGE.  Permit or suffer to permit
any  material  adverse  change in the  financial  condition  or  business of the
Borrower or Affiliates on a consolidated financial basis.

            SECTION 7.13.  CHANGE OF CORPORATE  STRUCTURE.  Permit to effect any
change in the corporate  structure or  shareholding  of the Borrower which would
cause a cessation or diminution of the priority of the security  interest of the
Bank pursuant to the Credit Documents.

            SECTION  7.14.  CHECKING  ACCOUNT  WITH OTHER  BANKS.  Maintain  any
checking  account with any other bank than the Bank without making  arrangements
with such banks to send a copy of the monthly  statement  of the Borrower to the
Bank within ten (10) days of the beginning of the succeeding month.

            SECTION 7.15. NAME. Change the name of the Borrower.

                                  ARTICLE VIII
                                EVENTS OF DEFAULT

            SECTION  8.01.  EVENTS OF DEFAULT.  If any of the  following  events
shall occur:

                                       19
<PAGE>


            (a)   The Borrower shall fail to pay the principal,  interest,  fees
or commissions relating to any Advance when due and payable; or

            (b)   Any  representation  or  warranty  made or deemed  made by the
Borrower in this Agreement or by any Guarantor or any other statement  furnished
at any time under or in connection  with any Credit Document shall prove to have
been incorrect in any material respect as of the date made or deemed made; or

            (c)   The Borrower or any Guarantor shall fail to perform or observe
any term,  covenant,  or agreement contained in any Credit Documents (other than
the Note) to which it is a party; or

            (d)   The  Borrower  or any  Guarantor  shall  (1)  fail  to pay any
installment  pursuant  to the  terms of the Note  when  due or any  interest  or
premium  thereon,   when  due  by  scheduled  maturity,   required   prepayment,
acceleration,  demand or otherwise  within  thirty (30) days  following  the due
date, or (2) fail to perform or observe any term, covenant or condition required
to be performed or observed by it under any agreement or instrument  relating to
any such  indebtedness if the effect of such failure to perform or observe is to
accelerate,  or to permit the acceleration after the giving of notice or passage
of time or both,  of the  maturity  of such  indebtedness,  whether  or not such
failure to perform or observe is waived by the holder of such  indebtedness;  or
any such indebtedness  shall be declared to be due and payable or required to be
prepaid (other than by a regularly  scheduled required  prepayment) prior to the
stated maturity thereof; or

            (e)   The  Borrower or any  Guarantor  (1) shall  generally  not, or
shall be unable to, or shall  admit in  writing  their  inability  to, pay their
Debts as such debts become due; or (2) shall make an assignment  for the benefit
of  creditors  or petition or apply to any  tribunal  for the  appointment  of a
custodian,  receiver or trustee for them or a substantial  part of their assets;
or (3) shall  commence  any  proceeding  under any  bankruptcy,  reorganization,
arrangements, readjustment of debt, dissolution or liquidation law or statute of
any jurisdiction, whether now or hereafter in effect; or (4) shall have any such
petition or application  filed or any such proceeding  commenced against them in
which an order for relief is entered or  adjudication or appointment is made and
remains  undismissed  for a period of sixty (60) days or more; or (5) by any act
or omission shall indicate their consent to,  approval of or acquiescence in any
such petition, application, proceeding or order for relief or in the appointment
of a custodian,  receiver,  or trustee for all or any substantial  part of their
properties;  or  (6)  shall  suffer  any  such  custodianship,  receivership  or
trusteeship to continue undischarged for a period of sixty (60) days or more; or
(7) shall die; or

            (f)   One or more  judgments,  decrees or orders for the  payment of
money in excess of  $150,000.00  shall be rendered  against the  Borrower or any
Guarantor and such judgments,  decrees or orders shall continue  unsatisfied and
in effect for a period of sixty (60)  consecutive  days without  being  vacated,
discharged, satisfied, stayed or bonded pending appeal; or

                                       20
<PAGE>


            (g)   The  Security  Agreement  shall at any time and for any reason
cease (1) to create a valid and perfected  first priority  security  interest in
and to the  collateral  and purported to be the subject  thereto or (2) to be in
full force and effect or shall be  declared  null and void,  or the  validity or
enforceability  thereof  shall be contested by the Borrower or any  Guarantor or
the signatory; or

            (h)   The Guaranty shall,  at any time and for any reason,  cease to
be in full force and effect or shall be declared  null and void, or the validity
or  enforceability  thereof shall be contested by any Guarantor or any Guarantor
shall deny any further  liability or  obligation  under or shall fail to perform
their respective obligation under the Guaranty;

            THEN,  and in every such  event,  the Bank may (1) declare the Note,
all interest  thereon,  and all other amounts payable under this Agreement to be
forthwith due and payable,  whereupon the Note, all such interest,  and all such
amounts  shall become and be forthwith  due and  payable,  without  presentment,
demand, protest or further notice of any kind, all of which are hereby expressly
waived  by the  Borrower  and the  Guarantors;  and (2) with or  without  taking
possession  thereof,  sell or cause to be sold,  at such  price or prices as the
Bank shall so determine in a commercially  reasonable manner, and for cash or on
credit or for future delivery, without assumption of any credit risk, all or any
portion of the  Collateral,  at any public or private  sale,  without  demand of
performance  or notice of  intention  to sell or of time or place of sale.  Each
purchaser at any such sale  (including,  if applicable,  the Bank) shall acquire
and hold the Collateral sold absolutely free from any claim or right of whatever
kind  including  any equity or  redemption,  and the Borrower and the  Guarantor
hereby  waive (to the extent  permitted by law) all rights of  redemption,  stay
and/or appraisal which they now have or may have at any time in the future under
any rule of law or statute now  existing  or  hereafter  enacted.  Any public or
private sale of the Collateral or any part thereof shall be held at such time or
times within ordinary business hours and at such place or places as the Bank may
fix in the notice of such sale.  At such sale,  the  Collateral,  or any portion
thereof,  to be  sold  may be  sold in one  lot as an  entirety  or in  separate
parcels, as the Bank may (in its sole discretion) determine and, if permitted by
law,  the Bank may bid  (which  bid may be, in whole or in part,  in the form of
cancellation  of  indebtedness)  for and purchase the  Collateral or any portion
thereof for the account of the Bank. The Bank shall not be obligated to make any
sale of the whole or any part of the Collateral if it shall  determine not to do
so. The Bank may, by announcement at the time and place fixed for sale,  without
prior notice or publication, adjourn any public or private sale of collateral or
cause the same to be  adjourned  from time to time,  and such sale may,  without
further  notice,  be made at the time and place to which the same was adjourned.
In the case of all or any part of the Collateral is made on credit or for future
delivery,  the  collateral  so sold may be  retained  by the Bank until the sale
price is paid by the purchaser or purchasers  thereof,  but the Bank shall incur
no liability in case any such purchaser or purchasers  shall fail to take up and
pay for the Collateral so sold and, in case of any such failure, such Collateral
may be sold again upon like notice.

                                   ARTICLE IX
                                  MISCELLANEOUS

            SECTION  9.01.   AMENDMENTS,   ETC.  No   amendment,   modification,
termination  or waiver of any  provision  of any Credit  Documents  to which the
Borrower  or any  Guarantor  are a party,  nor consent to any  departure  by the
Borrower or any Guarantor  from any Credit  Documents to

                                       21
<PAGE>


which they are a party, shall in any event be effective unless the same shall be
in writing  and  signed by the Bank,  and then such  waiver or consent  shall be
effective only in the specific  instance and for the specific  purpose for which
given.

            SECTION 9.02.  NOTICES,  ETC. All notices and other  communications,
provided for under this Agreement and under the other Credit  Documents to which
any member of the Borrower Pro Forma  Consoldiated  Group is a party shall be in
writing and mailed or telecopied or delivered,  if to any member of the Borrower
Pro  Forma  Consolidated  Group,  at the  Borrower's  address  at  c/o  Synovics
Pharmaceuticals,  Inc., 2575 East Camelback Road,  Suite 450,  Phoenix,  Arizona
85016 in the United States of America, and if to the Bank, at its address at 277
Park Avenue,  New York, New York 10172 in the United States  America;  or, as to
each  party,  at such other  address as shall be  designated  by such party in a
written  notice to the other party  complying  as to delivery  with the terms of
this  Section.  All  such  notices  and  communications  shall  when  mailed  or
telegraphed,  be  effective  when  deposited  in the mails or  delivered  to the
telegraph company, respectively,  addressed as aforesaid, except that notices to
the Bank pursuant to the  provisions of this  Agreements  shall not be effective
until received by the Bank.

            SECTION  9.03.  NO WAIVER;  REMEDIES.  No failure on the part of the
Bank to exercise,  and no delay in exercising,  any right, power or remedy under
any Credit Documents shall operate as a waiver thereof;  nor shall any single or
partial exercise of any right under any Credit  Documents  preclude any other or
further  exercise  thereof or the  exercise  of any other  right.  The  remedies
provided  in the  Credit  Documents  are  cumulative  and not  exclusive  of any
remedies provided by law.

            SECTION  9.04.  SUCCESSORS  AND  ASSIGNS.  This  Agreement  shall be
binding  upon and inure to the  benefit of the  Borrower  and the Bank and their
respective  successors and assigns,  except that the Borrower and the Guarantors
may not  assign or  transfer  any of their  respective  rights  under any Credit
Document to which the Borrower or such  Guarantor  is a party  without the prior
written consent of the Bank.

            SECTION 9.05. COSTS,  EXPENSES AND TAXES. The Borrower agrees to pay
on demand all costs and expenses in connection with the preparation,  execution,
delivery,  filing,  recording and administration of any of the Credit Documents,
including, without limitation, the reasonable fees and out-of-pocket expenses of
counsel for the Bank with respect  thereto and with respect to advising the Bank
as to its rights and responsibilities  under any of the Credit Documents and all
costs and expenses,  if any, in connection  with the  enforcement  of any of the
Credit  Documents.  In addition,  the  Borrower  shall pay any and all stamp and
other taxes and fees payable or determined to be payable in connection  with the
execution, delivery, filing and recording of any of the Credit Documents and the
other documents to be delivered under any such Credit  Documents,  and agrees to
hold the Bank harmless from and against any and all liabilities  with respect to
or resulting from any delay in paying or omission to pay such taxes and fees.

            SECTION 9.06.  RIGHT TO SETOFF.  Upon the occurrence of any Event of
Default,  the Bank is  hereby  authorized  at any  time  and from  time to time,
without notice to the Borrower and the Guarantors  (any such notice being waived
by the  Borrower and the  Guarantors),  to setoff and

                                       22
<PAGE>


apply any and all deposits  (general or special,  time or demand,  provisions or
final) with the Bank at any time held and other  indebtedness  at any time owing
the Bank to or for the credit or the account the Borrower against any and all of
the Obligation of the Borrower now or hereafter  existing under this  Agreement,
the Note,  or any  advance,  irrespective  of whether or not the bank shall have
made any demand under this  Agreement,  the Note or such other Credit  Documents
and although such Obligation may be unmatured. The rights of the Bank under this
Section  are in  addition  to  other  rights  and  remedies  (including  without
limitation, other rights of setoff) that the Bank may have.

            SECTION 9.07. SEVERABILITY. In case any provision of this Agreement,
the  Note  or  any  other  Credit   Documents  shall  be  invalid,   illegal  or
unenforceable  in any  jurisdiction  than, as to such  jurisdiction  only,  such
provision shall to the extent of such invalidity,  illegality or  enforceability
be deemed  severed from the remainder of the relevant  agreement or document and
the validity,  legality and enforceability of the remaining provisions shall not
in any way be effected or impaired thereby.

            SECTION 9.08.  APPLICABLE LAW. This  Agreement,  the Note, the other
Credit Documents, and all other documents provided for herein or therein and the
rights and obligations of the parties thereto shall be governed by and construed
and enforced in accordance with the internal laws,  excluding any laws regarding
the conflict of laws, of the State of New York.

            SECTION 9.09. WAIVER OF JURY TRIAL. THE UNDERSIGNED  HEREBY AGREE TO
WAIVE  THEIR  RESPECTIVE  RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION
PREMISED  UPON  OR  ARISING  OUT OF  THIS  AGREEMENT,  ANY OF THE  OTHER  CREDIT
DOCUMENTS OR ANY DEALINGS  BETWEEN THEM  RELATING TO THE SUBJECT  MATTER OF THIS
TRANSACTION AND THE BANK/BORROWER RELATIONSHIP THAT IS BEING ESTABLISHED. To the
extent  permitted by law, the Bank and the undersigned  hereby also  irrevocably
waive any objection,  including, without limitation, any objection to the laying
of venue  or based on the  grounds  of  forum  non  conveniens,  that may now or
hereafter  have  to the  bringing  of any  such  action  or  proceeding  in such
jurisdiction. The scope of this waiver is intended to be all encompassing of any
and all  disputes  that may be filed in any court and that relate to the subject
matter of this transaction,  including without limitation, contract claims, tort
claims,  breach of duty claims and all other  common law and  statutory  claims.
Each party acknowledges that this waiver is a material  inducement to enter into
a business  relationship,  that each has  already  relied on the waiver in their
related future dealings.  The undersigned hereby irrevocably  consent and submit
to the jurisdiction and venue of any court of competent  jurisdiction sitting in
the  City,  County  and  State  of New  York  for  adjudication  of any  dispute
concerning  this Agreement,  the Note, the other Credit  Documents and all other
documents provided for herein or therein.  The undersigned  further warrants and
represents  that each has reviewed  this waiver with its legal  counsel and that
each  knowingly  and  voluntarily   waives  its  jury  trial  rights   following
consultation with legal counsel. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY
NOT BE MODIFIED  EITHER ORALLY OR IN WRITING,  AND THE WAIVER SHALL APPLY TO ANY
SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT,
THE OTHER CREDIT  DOCUMENTS OR TO ANY OTHER DOCUMENTS OR AGREEMENTS  RELATING TO
THE  ADVANCES.  In the event of  litigation,  this  Agreement  may be filed as a
written consent to a trial by the Court.

                                       23
<PAGE>


            SECTION  9.10.  COUNTERPARTS.  This  Agreement  and the other Credit
Documents may be executed in any number of  counterparts,  each of which when so
executed and delivered  shall be deemed to be an original and all of which taken
together shall constitute but one and the same instrument, respectively.

            SECTION 9.11.  SECTION  HEADINGS.  The various headings used in this
Agreement are inserted for  convenience  of reference  only and shall not affect
the meaning or interpretation of this Agreement or any provision hereof.

            SECTION 9.12. FURTHER ASSURANCES.  At any time and from time to time
upon the  request  of the Bank,  and at the sole  expense of the  Borrower,  the
Borrower and the  Guarantor  will  promptly and duly execute and deliver any and
all such further  agreements,  documents and  instruments and do such other acts
and things as the Bank may request in order to effect fully the purposes of this
Agreement,  the Note and the  other  Credit  Documents  and to  provide  for the
payment and  performance of the  Obligations of the Borrower in accordance  with
the terms of this Agreement, the Note and other Credit Documents.

            SECTION 9.13.  PARTICIPATION.  The Bank shall have the right to sell
participation  or assign its interests,  in whole or in part, in the Note,  this
Agreement or any of the Credit Documents  without further notice to the Borrower
or the Guarantor.

            SECTION 9.14. DISCONTINUATION OF FACILITIES. The Bank shall have the
right to discontinue the credit  facilities  without notice to the Borrower,  in
the  event  the  Borrower  commits  any  breach  of the  material  terms of this
Agreement,  or if the Bank is  satisfied  that any of the  representations  made
herein was found to be materially incorrect.

            SECTION 9.15. PRIOR  FACILITIES AND AGREEMENTS.  This Agreement does
not affect the validity or  enforceability of the terms and conditions set forth
in the Facility Letter.  In the event of an inconsistency  between the terms and
conditions of the Facility Letter and this  Agreement,  the terms and conditions
of this  Agreement  shall  prevail.  Subject to the  foregoing,  this  Agreement
supersedes  all prior  written and oral  agreements,  which it replaces in their
entirety.  Any  amounts  outstanding,  upon the  satisfaction  or  waiver of all
conditions precedent shall become the initial amounts drawn hereunder.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

                                       24
<PAGE>


      IN WITNESS WHEREOF,  the parties have caused this agreement to be executed
by their respective  officers  thereunto duly  authorized,  as of the date first
above written.


                                        SYNOVICS PHARMACEUTICALS, INC.


                                        By:____________________________
                                           Name:
                                           Title:
                                           Tax I.D. No.


                                        BANK OF INDIA


                                        By:____________________________
                                           Name : Mr. A. Ranganathan
                                           Title: Vice President


                       [GUARANTOR ACKNOWLEDGEMENTS FOLLOW]

                                       25
<PAGE>


GUARANTORS:

ACKNOWLEGED AND AGREED TO:


KIRK PHARMACEUTICALS, INC.              ANDAPHARM INC.


By__________________________            By__________________________
  Name:                                   Name:
  Title:                                  Title:

KIRK PHARMACEUTICALS, LLC.              ANDAPHARM LLC


By__________________________            By__________________________
  Name:                                   Name:
  Title:                                  Title:


BIONUTRICS HEALTH PRODUCTS INC.         LIPOGENICS, INC.


By__________________________            By__________________________
  Name:                                   Name:
  Title:                                  Title:



NUTRITION TECHNOLOGY CORP.              INCON TECHNOLOGIES, INC.


By__________________________            By__________________________
  Name:                                   Name:
  Title:                                  Title:


SYNOVICS LABORATORIES, INC.

By__________________________
  Name:
  Title:

                                       26
<PAGE>


NOSTRUM PHARMACEUTICALS, INC.


                                        ___________________________________
By_______________________________       Nirmal Mulye a/k/a Dr. Nirmal Mulye
    Name:
    Title:


                                 ACKNOWLEDGEMENT

STATE OF NEW YORK )
                  ) ss.:
COUNTY OF NEW YORK)

            On the  _____th  day of  April  in the  year  2006  before  me,  the
undersigned  a  notary  public  in  and  for  said  state,  personally  appeared
_______________________,  personally known to me or proved to me on the basis of
satisfactory  evidence to be the individual(s) whose name(s) is (are) subscribed
to the within  instrument and acknowledged to me that  he/she/they  executed the
same in his/her/their capacity(ies),  and that by his/her/their signature(s), in
the  instrument,  the  individual(s),  or the  person  upon  behalf of which the
individual(s) acted, executed the instrument.


                                        --------------------------------
                                        Signature and office of
                                        individual taking acknowledgment


STATE OF NEW YORK )
                  ) ss.:
COUNTY OF NEW YORK)

            On the  ______th  day of April  in the  year  2006  before  me,  the
undersigned  a notary  public  in and for said  state,  personally  appeared  A.
Ranganathan, personally known to me or proved to me on the basis of satisfactory
evidence to be the individual(s) whose name(s) is (are) subscribed to the within
instrument  and  acknowledged  to me  that  he/she/they  executed  the  same  in
his/her/their  capacity(ies),  and that by  his/her/their  signature(s),  in the
instrument,  the  individual(s),   or  the  person  upon  behalf  of  which  the
individual(s) acted, executed the instrument.


                                        --------------------------------
                                        Signature and office of
                                        individual taking acknowledgment


                                       27
<PAGE>


STATE OF NEW YORK )
                  ) ss.:
COUNTY OF NEW YORK)

            On the  _____th  day of  April  in the  year  2006  before  me,  the
undersigned  a  notary  public  in  and  for  said  state,  personally  appeared
_______________________,  personally known to me or proved to me on the basis of
satisfactory  evidence to be the individual(s) whose name(s) is (are) subscribed
to the within  instrument and acknowledged to me that  he/she/they  executed the
same in his/her/their capacity(ies),  and that by his/her/their signature(s), in
the  instrument,  the  individual(s),  or the  person  upon  behalf of which the
individual(s) acted, executed the instrument.


                                        --------------------------------
                                        Signature and office of
                                        individual taking acknowledgment


STATE OF NEW YORK )
                  ) ss.:
COUNTY OF NEW YORK)

            On the  ______th  day of April  in the  year  2006  before  me,  the
undersigned  a notary  public  in and for said  state,  personally  appeared  A.
Ranganathan, personally known to me or proved to me on the basis of satisfactory
evidence to be the individual(s) whose name(s) is (are) subscribed to the within
instrument  and  acknowledged  to me  that  he/she/they  executed  the  same  in
his/her/their  capacity(ies),  and that by  his/her/their  signature(s),  in the
instrument,  the  individual(s),   or  the  person  upon  behalf  of  which  the
individual(s) acted, executed the instrument.


                                        --------------------------------
                                        Signature and office of
                                        individual taking acknowledgment


                                       28
<PAGE>


STATE OF NEW YORK )
                  ) ss.:
COUNTY OF NEW YORK)


            On  the  _____  day of  April  in  the  year  2006  before  me,  the
undersigned  a  notary  public  in  and  for  said  state,  personally  appeared
_______________________,  personally known to me or proved to me on the basis of
satisfactory  evidence to be the individual(s) whose name(s) is (are) subscribed
to the within  instrument and acknowledged to me that  he/she/they  executed the
same in his/her/their capacity(ies),  and that by his/her/their signature(s), in
the  instrument,  the  individual(s),  or the  person  upon  behalf of which the
individual(s) acted, executed the instrument.


                                        --------------------------------
                                        Signature and office of
                                        individual taking acknowledgment


STATE OF NEW YORK )
                  ) ss.:
COUNTY OF NEW YORK)

            On the  _______  day of  April  in the  year  2006  before  me,  the
undersigned  a  notary  public  in  and  for  said  state,  personally  appeared
________________________, personally known to me or proved to me on the basis of
satisfactory  evidence to be the individual(s) whose name(s) is (are) subscribed
to the within  instrument and acknowledged to me that  he/she/they  executed the
same in his/her/their capacity(ies),  and that by his/her/their signature(s), in
the  instrument,  the  individual(s),  or the  person  upon  behalf of which the
individual(s) acted, executed the instrument.


                                        --------------------------------
                                        Signature and office of
                                        individual taking acknowledgment


                                       29
<PAGE>


STATE OF NEW YORK )
                  ) ss.:
COUNTY OF NEW YORK)

            On the  _______  day of  April  in the  year  2006  before  me,  the
undersigned  a  notary  public  in  and  for  said  state,  personally  appeared
________________________, personally known to me or proved to me on the basis of
satisfactory  evidence to be the individual(s) whose name(s) is (are) subscribed
to the within  instrument and acknowledged to me that  he/she/they  executed the
same in his/her/their capacity(ies),  and that by his/her/their signature(s), in
the  instrument,  the  individual(s),  or the  person  upon  behalf of which the
individual(s) acted, executed the instrument.


                                        --------------------------------
                                        Signature and office of
                                        individual taking acknowledgment


STATE OF NEW YORK )
                  ) ss.:
COUNTY OF NEW YORK)

            On the  _______  day of  April  in the  year  2006  before  me,  the
undersigned  a  notary  public  in  and  for  said  state,  personally  appeared
________________________, personally known to me or proved to me on the basis of
satisfactory  evidence to be the individual(s) whose name(s) is (are) subscribed
to the within  instrument and acknowledged to me that  he/she/they  executed the
same in his/her/their capacity(ies),  and that by his/her/their signature(s), in
the  instrument,  the  individual(s),  or the  person  upon  behalf of which the
individual(s) acted, executed the instrument.


                                        --------------------------------
                                        Signature and office of
                                        individual taking acknowledgment


                                       30
<PAGE>


STATE OF NEW YORK )
                  ) ss.:
COUNTY OF NEW YORK)

            On the  _______  day of  April  in the  year  2006  before  me,  the
undersigned  a  notary  public  in  and  for  said  state,  personally  appeared
________________________, personally known to me or proved to me on the basis of
satisfactory  evidence to be the individual(s) whose name(s) is (are) subscribed
to the within  instrument and acknowledged to me that  he/she/they  executed the
same in his/her/their capacity(ies),  and that by his/her/their signature(s), in
the  instrument,  the  individual(s),  or the  person  upon  behalf of which the
individual(s) acted, executed the instrument.


                                        --------------------------------
                                        Signature and office of
                                        individual taking acknowledgment


STATE OF NEW YORK )
                  ) ss.:
COUNTY OF NEW YORK)

            On the  _______  day of  April  in the  year  2006  before  me,  the
undersigned  a  notary  public  in  and  for  said  state,  personally  appeared
________________________, personally known to me or proved to me on the basis of
satisfactory  evidence to be the individual(s) whose name(s) is (are) subscribed
to the within  instrument and acknowledged to me that  he/she/they  executed the
same in his/her/their capacity(ies),  and that by his/her/their signature(s), in
the  instrument,  the  individual(s),  or the  person  upon  behalf of which the
individual(s) acted, executed the instrument.


                                        --------------------------------
                                        Signature and office of
                                        individual taking acknowledgment


                                       31
<PAGE>


STATE OF NEW YORK )
                  ) ss.:
COUNTY OF NEW YORK)

            On the  _______  day of  April  in the  year  2006  before  me,  the
undersigned  a  notary  public  in  and  for  said  state,  personally  appeared
________________________, personally known to me or proved to me on the basis of
satisfactory  evidence to be the individual(s) whose name(s) is (are) subscribed
to the within  instrument and acknowledged to me that  he/she/they  executed the
same in his/her/their capacity(ies),  and that by his/her/their signature(s), in
the  instrument,  the  individual(s),  or the  person  upon  behalf of which the
individual(s) acted, executed the instrument.


                                        --------------------------------
                                        Signature and office of
                                        individual taking acknowledgment


STATE OF NEW YORK )
                  ) ss.:
COUNTY OF NEW YORK)

            On the  _______  day of  April  in the  year  2006  before  me,  the
undersigned  a  notary  public  in  and  for  said  state,  personally  appeared
________________________, personally known to me or proved to me on the basis of
satisfactory  evidence to be the individual(s) whose name(s) is (are) subscribed
to the within  instrument and acknowledged to me that  he/she/they  executed the
same in his/her/their capacity(ies),  and that by his/her/their signature(s), in
the  instrument,  the  individual(s),  or the  person  upon  behalf of which the
individual(s) acted, executed the instrument.


                                        --------------------------------
                                        Signature and office of
                                        individual taking acknowledgment


                                       32
<PAGE>


STATE OF NEW YORK )
                  ) ss.:
COUNTY OF NEW YORK)

            On the  _____th  day of  April  in the  year  2006  before  me,  the
undersigned  a  notary  public  in  and  for  said  state,  personally  appeared
_______________________,  personally known to me or proved to me on the basis of
satisfactory  evidence to be the individual(s) whose name(s) is (are) subscribed
to the within  instrument and acknowledged to me that  he/she/they  executed the
same in his/her/their capacity(ies),  and that by his/her/their signature(s), in
the  instrument,  the  individual(s),  or the  person  upon  behalf of which the
individual(s) acted, executed the instrument.


--------------------------------
     Signature and office of
     individual taking acknowledgment


                                       33