Exhibit
      10.2

     

    VOTING
      AGREEMENT

     

    VOTING
      AGREEMENT, dated as of May 26, 2006 (this "Agreement"),
      by
      and among Interpharm Holdings, Inc., a Delaware corporation (the "Company"),
      and
      the stockholders listed on the signature pages hereto under the heading
      "Stockholders"
      (each a
      "Stockholder"
      and
      collectively, the "Stockholders").
      

     

    WHEREAS,
      the
      Company and certain investors (each, an "Investor",
      and
      collectively, the "Investors")
      have
      entered into a Securities Purchase Agreement, dated as of the date hereof (the
      "Securities
      Purchase Agreement"),
      pursuant to which, among other things, the Company has agreed to issue and
      sell
      to the Investors and the Investors have agreed to purchase, (i) shares of
      preferred stock of the Company, $.01 par value per share (the "Preferred
      Shares"),
      which
      Preferred Shares shall be convertible into shares of the Company's common stock,
      par value $0.01 per share (the "Common
      Stock"),
      and
      (ii) warrants to acquire shares of Common Stock.

     

    WHEREAS,
      as of the date hereof, the Stockholders own or have the power and authority
      to
      vote with respect to collectively 50,074,605 shares of Common Stock, which
      represent in the aggregate approximately 78% of the total issued and outstanding
      capital stock of the Company; and 

     

    WHEREAS,
      as a condition to the willingness of the Investors to enter into the Securities
      Purchase Agreement and to consummate the transactions contemplated thereby
      (collectively, the "Transaction"),
      the
      Investors have required that each Stockholder agree, and in order to induce
      the
      Investors to enter into the Securities Purchase Agreement each Stockholder
      has
      agreed, to enter into this Agreement with respect to all the Common Stock now
      owned and which may hereafter be acquired by the Stockholder and any other
      securities, if any, which such Stockholder is currently entitled to vote, or
      after the date hererof, becomes entitled to vote, at any meeting of Stockholders
      of the Company (the "Other
      Securities").

     

    NOW,
      THEREFORE, in consideration of the foregoing and the mutual covenants and
      agreements contained herein, and intending to be legally bound hereby, the
      parties hereto hereby agree as follows:

     

    ARTICLE
      I  

     

    VOTING
      AGREEMENT OF THE STOCKHOLDERS

     

    SECTION
      1.01.  Voting
      Agreement.
      Subject
      to the last sentence of this Section 1.01, each Stockholder hereby agrees
      that at any meeting of the Stockholders of the Company, however called, and
      in
      any action by written consent of the Company's Stockholders, each of the
      Stockholders shall vote the Common Stock and the Other Securities: (a) in favor
      of the Stockholder Approval, including the Capital Increase (each as defined
      in
      the Securities Purchase Agreement), as described in Section 4(p) of the
      Securities Purchase Agreement; (b) in favor of an amendment to the Certificate
      of Incorporation of the Company allowing for the conversion of all shares of
      the
      Company's Series A Preferred Stock, $0.01 par value per share (the "Series
      A Preferred Stock")
      and
      the Company's Series B Preferred Stock, $0.01 par value per share (the
      "Series
      B Preferred Stock")
      and
      (c) against any proposal or any other corporate action or agreement that would
      result in a breach of any covenant, representation or warranty or any other
      obligation or agreement of the Company under the Securities Purchase Agreement
      or which could result in any of the conditions to the Company's obligations
      under the Securities Purchase Agreement not being fulfilled. Each Stockholder
      acknowledges receipt and review of a copy of the Securities Purchase Agreement
      and the other Transaction Documents (as defined in the Securities Purchase
      Agreement). The obligations of the Stockholders under this Section 1.01 shall
      terminate immediately following the occurrence of the Stockholder Approval.
      

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      II  

     

    REPRESENTATIONS
      AND WARRANTIES OF THE STOCKHOLDERS

     

    Each
      Stockholder hereby represents and warrants, severally but not jointly, to each
      of the Investors as follows:

     

    SECTION
      2.01.  Authority
      Relative to This Agreement.
      Each
      Stockholder has all necessary power and authority to execute and deliver this
      Agreement, to perform his or its obligations hereunder and to consummate the
      transactions contemplated hereby. Each Stockholder has taken whatever steps
      necessary, including without limitation, moving the Common Stock and Other
      Securities from a margin account to a cash account and/or delivering any voting
      instructions or legal proxy to any necessary broker or agent, to ensure that
      such Stockholder has the necessary power and authority to vote all of the Common
      Stock or Other Securities held by such Stockholder or has properly empowered
      such broker or agent to vote in accordance herewith. This Agreement has been
      duly executed and delivered by such Stockholder and constitutes a legal, valid
      and binding obligation of such Stockholder, enforceable against such Stockholder
      in accordance with its terms, except (a) as such enforceability may be limited
      by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance,
      moratorium or similar laws now or hereafter in effect relating to, or affecting
      generally the enforcement of creditors' and other obligees' rights, (b) where
      the remedy of specific performance or other forms of equitable relief may be
      subject to certain equitable defenses and principles and to the discretion
      of
      the court before which the proceeding may be brought, and (c) where rights
      to
      indemnity and contribution thereunder may be limited by applicable law and
      public policy.

     

    SECTION
      2.02.  No
      Conflict.
      (a)
      The
      execution and delivery of this Agreement by such Stockholder does not, and
      the
      performance of this Agreement by such Stockholder shall not, (i) conflict with
      or violate any federal, state or local law, statute, ordinance, rule,
      regulation, order, judgment or decree applicable to any Stockholder or by which
      the Common Stock or the Other Securities owned by such Stockholder are bound
      or
      affected or (ii) result in any breach of or constitute a default (or an event
      that with notice or lapse of time or both would become a default) under, or
      give
      to others any rights of termination, amendment, acceleration or cancellation
      of,
      or result in the creation of a lien or encumbrance on any of the Common Stock
      or
      the Other Securities owned by such Stockholder pursuant to, any note, bond,
      mortgage, indenture, contract, agreement, lease, license, permit, franchise
      or
      other instrument or obligation to which such Stockholder is a party or by which
      such Stockholder or the Common Stock or Other Securities owned by such
      Stockholder are bound.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    (b)  The
      execution and delivery of this Agreement by such Stockholder does not, and
      the
      performance of this Agreement by such Stockholder shall not, require any
      consent, approval, authorization or permit of, or filing with or notification
      to, any governmental entity by such Stockholder.

     

    SECTION
      2.03.  Title
      to the Stock.
      As of
      the date hereof, each Stockholder is the owner of the number of shares of Common
      Stock and Other Securities set forth opposite its name on Appendix
      A
      attached
      hereto, entitled to vote, without restriction, on all matters brought before
      holders of capital stock of the Company, which Common Stock and Other Securities
      represent on the date hereof the percentage of the outstanding stock and voting
      power of the Company set forth on such Appendix. Such Common Stock and Other
      Securities are all the securities of the Company owned, either of record or
      beneficially, by such Stockholder. Except as permitted pursuant to the
      Certificate of Designations, such Common Stock and Other Securities are owned
      free and clear of all security interests, liens, claims, pledges, options,
      rights of first refusal, agreements, limitations on such Stockholder's voting
      rights, charges and other encumbrances of any nature whatsoever. No Stockholder
      has appointed or granted any proxy, which appointment or grant is still
      effective, with respect to the Common Stock or Other Securities owned by such
      Stockholder.

     

    ARTICLE
      III  

     

    COVENANTS

     

    SECTION
      3.01.  No
      Disposition or Encumbrance of Stock.
      (a)
      Each
      Stockholder hereby covenants and agrees that, until Stockholder Approval, except
      as contemplated by this Agreement, such Stockholder shall not offer or agree
      to
      sell, transfer, tender, assign, hypothecate or otherwise dispose of, grant
      a
      proxy or power of attorney with respect to, or create or permit to exist any
      security interest, lien, claim, pledge, option, right of first refusal,
      agreement, limitation on such Stockholder's voting rights, charge or other
      encumbrance of any nature whatsoever ("Encumbrance")
      with
      respect to the Common Stock or Other Securities, directly or indirectly,
      initiate, solicit or encourage any person to take actions which could reasonably
      be expected to lead to the occurrence of any of the foregoing; provided,
      however,
      that
      any such Stockholder may assign, sell or transfer any Common Stock or Other
      Securities provided that any such recipient of the Common Stock or Other
      Securities has delivered to the Company and each Investor a written agreement
      in
      a form reasonably satisfactory to the Investors that the recipient shall be
      bound by, and the Common Stock and/or Other Securities so transferred, assigned
      or sold shall remain subject to this Agreement. 

     

    SECTION
      3.02.  Company
      Cooperation.
      The
      Company hereby covenants and agrees that it will not, and each Stockholder
      irrevocably and unconditionally acknowledges and agrees that the Company will
      not (and waives any rights against the Company in relation thereto), recognize
      any Encumbrance or agreement on any of the Common Stock or Other Securities
      subject to this Agreement (except those contemplated by Section 2.03) unless
      the
      provisions of Section 3.01 have been complied with. The Company agrees to use
      its reasonable best efforts to ensure that at any time in which any Stockholder
      Approval is required pursuant to Section 4(p) of the Securities Purchase
      Agreement, it will cause holders of Common Stock or Other Securities
      representing the percentage of outstanding capital stock required to vote in
      favor of the Transaction in order for the Company to comply with its obligations
      under Section 4(p) of the Securities Purchase Agreement to become party to
      and
      bound by the terms and conditions of this Agreement and the Common Stock and
      Other Securities held by such holders to be subject to the terms and conditions
      of this Agreement. 

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      IV

     

    MISCELLANEOUS

     

    SECTION
      4.01.  Further
      Assurances.
      Each
      Stockholder will execute and deliver such further documents and instruments
      and
      take all further action as may be reasonably necessary in order to consummate
      the transactions contemplated hereby.

     

    SECTION
      4.02.  Specific
      Performance.
      The
      parties hereto agree that irreparable damage would occur in the event any
      provision of this Agreement was not performed in accordance with the terms
      hereof and that any Investor (without being joined by any other Investor) shall
      be entitled to specific performance of the terms hereof, in addition to any
      other remedy at law or in equity. Any Investor shall be entitled to its
      reasonable attorneys' fees in any action brought to enforce this Agreement
      in
      which it is the prevailing party.

     

    SECTION
      4.03.  Entire
      Agreement.
      This
      Agreement constitutes the entire agreement among the Company and the
      Stockholders (other than the Securities Purchase Agreement and the other
      Transaction Documents) with respect to the subject matter hereof and supersedes
      all prior agreements and understandings, both written and oral, among the
      Company and the Stockholders with respect to the subject matter
      hereof.

     

    SECTION
      4.04.  Amendment.
      This
      Agreement may not be amended except by an instrument in writing signed by the
      parties hereto.

     

    SECTION
      4.05.  Severability.
      If any
      term or other provision of this Agreement is invalid, illegal or incapable
      of
      being enforced by any rule of law, or public policy, all other conditions and
      provisions of this Agreement shall nevertheless remain in full force and effect
      so long as the economic or legal substance of this Agreement is not affected
      in
      any manner materially adverse to any party. Upon such determination that any
      term or other provision is invalid, illegal or incapable of being enforced,
      the
      parties hereto shall negotiate in good faith to modify this Agreement so as
      to
      effect the original intent of the parties as closely as possible in a mutually
      acceptable manner in order that the terms of this Agreement remain as originally
      contemplated to the fullest extent possible.

     

    SECTION
      4.06.  Governing
      Law.
      All
      questions concerning the construction, validity, enforcement and interpretation
      of this Agreement shall be governed by the internal laws of the State of New
      York, without giving effect to any choice of law or conflict of law provision
      or
      rule (whether of the State of New York or any other jurisdictions) that would
      cause the application of the laws of any jurisdictions other than the State
      of
      New York. The parties hereby agree that all actions or proceedings arising
      directly or indirectly from or in connection with this Agreement shall be
      litigated only in the Supreme Court of the State of New York or the United
      States District Court for the Southern District of New York located in New
      York
      County, New York. The parties consent to the jurisdiction and venue of the
      foregoing courts and consent that any process or notice of motion or other
      application to any of said courts or a judge thereof may be served inside or
      outside the State of New York or the Southern District of New York by registered
      mail, return receipt requested, directed to the party being served at its
      address set forth on the signature ages to this Agreement (and service so made
      shall be deemed complete three (3) days after the same has been posted as
      aforesaid) or by personal service or in such other manner as may be permissible
      under the rules of said courts. Each of the Company and each Stockholder
      irrevocably waives, to the fullest extent permitted by law, any objection which
      it may now or hereafter have to the laying of the venue of any such suit,
      action, or proceeding brought in such a court and any claim that suit, action,
      or proceeding has been brought in an inconvenient forum. EACH
      PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO
      REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN
      CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED
      HEREBY.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    SECTION
      4.07.  Third-Party
      Beneficiaries.
      The
      Investors shall be intended third party beneficiaries of this Agreement to
      the
      same extent as if they were parties hereto, and shall be entitled to enforce
      the
      provisions hereof.

     

    SECTION
      4.08.  Termination.
      This
      Agreement shall terminate immediately following the occurrence of the
      Stockholder Approval or upon the mutual consent of each Stockholder and the
      Investors.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

        
        

      

    

    


    IN
      WITNESS WHEREOF, each Stockholder and the Company has duly executed this
      Agreement.

     

    
      	 	 	
              THE
                COMPANY:

            
	 	 	 
	 	 	
              INTERPHARM
                HOLDINGS, INC.

            
	 	 	 	
               

               

            
	 	 	
              By:

            	
              /s/
                George Aronson

            
	 	 	 	
              Name:
                George Aronson

            
	 	 	 	
              Title:
                Chief Financial Officer

            
	
              Dated:
                May 26, 2006

            	 	 	 
	 	 	
              Address:

            	
              75
                Adams Avenue

            
	 	 	 	
              Hauppauge,
                New York 11788

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	 	 	
              STOCKHOLDER:

            
	 	 	 
	 	 	
              RAJS
                HOLDINGS I, LLC

               

               

              By:
                /s/ Perry Sutaria

            
	 	 	
              Perry
                Sutaria, Manager

            
	 	 	 
	
              Dated:
                May 26, 2006

            	 	 
	 	 	
              Address:

            	
              75
                Adams Avenue

            
	 	 	 	
              Hauppauge,
                New York 11788

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	 	 	
              STOCKHOLDER:

            
	 	 	 
	 	 	
              RAVIS
                HOLDINGS I, LLC

               

               

              By:
                /s/ Perry Sutaria

            
	 	 	
              Perry
                Sutaria, Manager

            
	 	 	 
	
              Dated:
                May 26, 2006

            	 	 
	 	 	
              Address:

            	
              75
                Adams Avenue

            
	 	 	 	
              Hauppauge,
                New York 11788

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	 	 	
              STOCKHOLDER:

            
	 	 	 
	 	 	
              P&K
                HOLDINGS, LLC

               

               

              By:
                /s/ Perry Sutaria

            
	 	 	
              Perry
                Sutaria, Manager

            
	 	 	 
	
              Dated:
                May 26, 2006

            	 	 
	 	 	
              Address:

            	
              75
                Adams Avenue

            
	 	 	 	
              Hauppauge,
                New York 11788

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	 	 	
              STOCKHOLDER:

            
	 	 	 
	 	 	
              RAMETRA
                HOLDINGS I, LLC

               

               

              By:
                /s/ Perry Sutaria

            
	 	 	
              Perry
                Sutaria, Manager

            
	 	 	 
	
              Dated:
                May 26, 2006

            	 	 
	 	 	
              Address:

            	
              75
                Adams Avenue

            
	 	 	 	
              Hauppauge,
                New York 11788

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    

     

    APPENDIX
      A

    

      
        	
                Stockholder

              	 	
                Common
                  Stock 

                Owned

              	 	
                Other
                  Securities Owned

              	 	
                Percentage
                  of Stock Outstanding

              	 	
                Voting
                  Percentage 

                of
                  Stock

                Outstanding

              
	
                Rajs
                  Holdings I, LLC

              	 	
                17,526,100

              	 	
                0

              	 	
                27.4%

              	 	
                27.4%

              
	
                Ravis
                  Holdings I, LLC

              	 	
                12,518,645

              	 	
                0

              	 	
                19.6%

              	 	
                19.6%

              
	
                P
                  & K Holdings, LLC

              	 	
                10,014,930

              	 	
                0

              	 	
                15.7%

              	 	
                15.7%

              
	
                Rametra
                  Holdings I, LLC

              	 	
                10,014,930

              	 	
                0

              	 	
                15.7%

              	 	
                15.7%