THE
      CONFIDENTIAL PORTIONS OF THIS EXHIBIT, WHICH HAVE BEEN REMOVED AND REPLACED
      WITH
      AN “XX”, HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
      COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT UNDER RULE 406
      PROMULGATED UNDER THE SECURITIES ACT OF 1933. 

    


    General
      Introduction

     

    This
      Project Scope Document (PSD) is between Trans-Pharma Corporation (Client) and
      DPT Laboratories, Ltd., 307 E. Josephine St., San Antonio Texas 78215 (DPT)
      and
      provides an estimate for the services to be performed by DPT for Ketoprofen
      Cream. The effective date of the PSD shall be the latest approval signature
      date
      in the “APPROVALS” section. Information provided to DPT subsequent to the
      effective date may change the scope or nature of this project and result in
      mutually agreed changes to the estimates provided herein.

     

    By
      signing this PSD, Client authorizes DPT to begin ordering project materials
      and
      performing one or more of the activities detailed herein. The levels of effort
      and costs reflected in the PSD are estimates only and are, therefore, subject
      to
      change upon the receipt and review of additional information. Supplemental
      documentation to drive the various requirements of the services to be provided
      will be prepared by DPT and signed by DPT and Client as required. This
      supplemental documentation will contain requisite detail to implement the
      technical aspects of each particular stage of the project.

     

    This
      PSD
      shall only be effective if the Client signs the PSD within sixty (60) days
      of
      the date signed by DPT.

     

    Project
      Introduction

     

    This
      PSD
      describes in broad terms with assumptions the tasks involved in the XX and
      XX of
      Ketoprofen Cream. This product is a Phase 3 NDA cream for the treatment of
      soft
      tissue pain, muscle soreness, and inflammation and will be packaged into XX.
      The
      following manufacturing activities are described:

     

    
      	 	
              ·

            	
              XX

            


    

     

    
      	 	
              ·

            	
              XX

            


    

     

    
      	 	
              ·

            	
              XX

            


    

     

    
      	 	
              ·

            	
              XX

            


    

     

    
      	 	
              ·

            	
              XX

            


    

     

    Assumptions

     

    The
      following assumptions, separated into project phases, have been made for this
      PSD:

     

    Research
      & Development Phase

     

    
      	 	
              1.

            	
              The
                client will provide DPT with a fully developed formula, process,
                and
                specifications for the product.

            


    

     

    
      	 	
              2.

            	
              DPT
                will submit the formula with the Alcohol, Tobacco, and Taxation Bureau
                for
                approval in compliance with 27 CFR
                20.91.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	
              3.

            	
              DPT
                will create a Material Safety Data Sheet (MSDS) for the
                product.

            


    

     

    
      	 	
              4.

            	
              DPT
                will develop and validate product assay methods as
                follow:

            


    

     

    
      	 	
              ·

            	
              XX
                (Ketoprofen)

            


    

     

    
      	 	
              ·

            	
              XX

            


    

     

    
      	 	
              ·

            	
              XX

            


    

     

    
      	 	
              5.

            	
              DPT
                will validate the cleaning methods to be
                used.

            


    

     

    
      	 	
              6.

            	
              DPT
                will validate XX and XX for the product to meet USP
                requirements.

            


    

     

    
      	 	
              7.

            	
              The
                full-scale production batches will be
                XX.

            


    

     

    
      	 	
              8.

            	
              Each
                registration batch will be compounded with a XX of
                Ketoprofen.

            


    

     

    
      	 	
              9.

            	
              The
                XX will be exhausted into XX. Sufficient units from the placebo batch
                will
                be filled for XX and for XX for clinical
                supplies.

            


    

     

    
      	 	
              10.

            	
              Testing
                of bulk product includes XX, an XX and a
                XX.

            


    

     

    
      	 	
              11.

            	
              Testing
                of the finished-product includes XX, an XX for the XX, an XX, and
                a
                XX.

            


    

     

    
      	 	
              12.

            	
              Testing
                of stability samples includes XX, an XX for the XX for the XX, an
                XX for
                XX, and a XX.

            


    

     

    
      	 	
              13.

            	
              XX
                will be performed upon release and annually through to the end of
                clinical
                studies for the placebo batch and the end of the product’s shelf-life for
                the active batches as per the following
                schedules:

            


    

     

    Placebo
      Batch:

    XX
      months

     

    Active
      Batches:

    XX
      months

    XX
      months
      (only if XX fails)

    XX
      months

     

    
      	 	
              14.

            	
              XX
                will be performed upon release (time zero) and annually through the
                end of
                clinical studies for the placebo batch and the end of the product’s
                shelf-life for the active batches as per the following
                schedules:

            


    

     

    Placebo
      Batch:
XX
      months

Active
      Batches:
XX
      months
XX
      months
      (only if XX fails)
XX
      months

     

    
      
        
        

      

      
        -
          2
          -

        
          

        

      

      
        
        

      

    


    
      	 	
              15.

            	
              XX
                will be performed on the XX as
                follows:

            


    

     

    Placebo
      Batch:

    XX
      months

     

    Active
      Batches:

    XX
      months

    XX
      months*

    XX
      months

    Freeze/Thaw

    *(only
      if
      XX)

     

    
      	 	
              16.

            	
              Samples
                stored in the environmental chambers will be stored in upright and
                inverted orientations.

            


    

     

    
      	 	
              17.

            	
              DPT
                will provide the active ingredient.

            


    

     

    
      	 	
              18.

            	
              DPT
                will fully test the active ingredient and introduce it into the DPT
                system.

            


    

     

    
      	 	
              19.

            	
              All
                raw materials will be sourced and tested to USP compendial specifications
                where they exist.

            


    

     

    
      	 	
              20.

            	
              DPT
                will perform a regulatory review of the CMC section of the product
                submission prior to filing with the
                FDA.

            


    

     

    Validations
      Phase:

     

    
      	 	
              21.

            	
              Packaging
                validation will take place on a minimum of
                XX.

            


    

     

    
      	 	
              22.

            	
              Process
                validation will take place on the
                XX.

            


    

     

    
      	 	
              23.

            	
              For
                the XX batches, the costs associated with the commercial purchase
                of the
                units produced from these batches is not included the in the Cost
                Estimate
                section.

            


    

     

    
      	 	
              24.

            	
              A
                XX will be conducted on product obtained from the
                XX.

            


    

     

    
      	 	
              25.

            	
              XX
                will be performed on XX upon release and as per the following
                schedule:

            


    

     

    XX
      months

     

    
      	 	
              26.

            	
              XX
                will be performed on XX upon release (time zero) and at the end of
                the
                product’s shelf-life as per the following
                schedule:

            


    

     

    XX
      months

     

    
      	 	
              27.

            	
              XX
                will be performed on the XX batches as
                follows:

            


    

     

    XX
      months

     

    
      
        
        

      

      
        -
          3
          -

        
          

        

      

      
        
        

      

    

     

    
      	 	
              28.

            	
              Samples
                stored in the environmental chambers will be stored in horizontal
                orientation only.

            


    

     

    
      	 	
              29.

            	
              DPT
                will provide the following reports:

            


    

     

    
      	 	
              ·

            	
              Pharmaceutical
                Development Report (ICH 8 format) sections
                C-F (2.3 - 2.6)

            


    

     

    
      	 	
              ·

            	
              Stability
                reports

            


    

     

    
      	 	
              ·

            	
              Validation
                reports

            


    

     

    
      
        
        

      

      
        -
          4
          -

        
          

        

      

      
        
        

      

    

     

    Cost
      Estimate

     

    The
      summary below provides estimates of the overall project scope based on
      assumptions in this PSD. During the project, this cost estimate may increase
      or
      decrease due to unforeseen circumstances or if the scope of the project changes.
      Any changes in cost will be detailed in subsequent protocols and agreed to
      by
      both parties. Note:
      Costs
      for chemicals and packaging supplies are not included in total for this
      table.

     

    
      	
              Allocation

            	 	 	
              Subtotals

            	 	 	
              Cost

            	 
	
              Research
                & Development

            	 	 	 	 	 	 	 
	
              Formulations

            	 	
              $

            	
              XX

            	 	 	 	 
	
              Product
                Technical Services

            	 	
              $

            	
              XX

            	 	 	 	 
	
              MPM
                Planning and Organization

            	 	
              $

            	
              XX

            	 	 	 	 
	
              Analytical
                Sciences

            	 	
              $

            	
              XX

            	 	 	 	 
	
              Analytical
                Method Validation

            	 	
              $

            	
              XX

            	 	 	 	 
	
              Columns,
                Standards, & Reagents

            	 	
              $

            	
              XX

            	 	 	 	 
	
              Total
                Research & Development

            	 	 	 	 	
              $

            	
              XX

            	 
	
              Total
                Packaging Technical Support

            	 	 	 	 	
              $

            	
              XX

            	 
	
              Manufacturing

            	 	 	 	 	 	 	 
	
              Weighing

            	 	
              $

            	
              XX

            	 	 	 	 
	
              Compounding

            	 	
              $

            	
              XX

            	 	 	 	 
	
              Packaging

            	 	
              $

            	
              XX

            	 	 	 	 
	
              Product
                Disposal

            	 	
              $

            	
              XX

            	 	 	 	 
	
              Filters
                & Hoses

            	 	
              $

            	
              XX

            	 	 	 	 
	
              Environmental,
                Health, and Safety

            	 	
              $

            	
              XX

            	 	 	 	 
	
              Total
                Manufacturing

            	 	 	 	 	
              $

            	
              XX

            	 
	
              QE
                Plant Technical Services

            	 	 	 	 	 	 	 
	
              Cleaning
                Validation

            	 	
              $

            	
              XX

            	 	 	 	 
	
              Cleaning
                Detection Limits

            	 	
              $

            	
              XX

            	 	 	 	 
	
              Total
                QE Plant Technical Services

            	 	 	 	 	
              $

            	
              XX

            	 
	
              Chemistry

            	 	 	 	 	 	 	 
	
              QE
                AMV New Component Testing

            	 	
              $

            	
              XX

            	 	 	 	 
	
              QC
                Component Testing

            	 	
              $

            	
              XX

            	 	 	 	 
	
              Product
                Testing (Preliminary, Bulk-hold, & Finished Product)

            	 	
              $

            	
              XX

            	 	 	 	 


    

     

    
      
        
        

      

      
        -
          5
          -

        
          

        

      

      
        
        

      

    

     

    
      	
              Allocation

            	 	 	
              Subtotals

            	 	 	
              Cost

            	 


    

    
      	
              Stability
                Tasting

            	 	
              $

            	
              XX

            	 	 	 	 
	
              Columns,
                Standards, & Reagents

            	 	
              $

            	
              XX

            	 	 	 	 
	
              Stability
                Storage Fees

            	 	
              $

            	
              XX

            	 	 	 	 
	
              Total
                Chemistry

            	 	 	 	 	
              $

            	
              XX

            	 
	
              Microbiology

            	 	 	 	 	 	 	 
	
              XX

            	 	
              $

            	
              XX

            	 	 	 	 
	
              XX

            	 	
              $

            	
              XX

            	 	 	 	 
	
              Total
                Microbiology

            	 	 	 	 	
              $

            	
              XX

            	 
	
              Total
                Line Inspections

            	 	 	 	 	
              $

            	
              XX

            	 
	
              Total
                Quality Assurance

            	 	 	 	 	
              $

            	
              XX

            	 
	
              Regulatory
                (CMC)

            	 	 	 	 	
              $

            	
              XX

            	 
	
              Subtotal
                (Process Development)

            	 	 	 	 	
              $

            	
              XX

            	 
	
              Validations

            	 	 	 	 	 	 	 
	
              Packaging
                Validation

            	 	
              $

            	
              XX

            	 	 	 	 
	
              Process
                Validation

            	 	
              $

            	
              XX

            	 	 	 	 
	
              Stability
                in Conjunction with Process Validation

            	 	
              $

            	
              XX

            	 	 	 	 
	
              Module
                Review

            	 	
              $

            	
              XX

            	 	 	 	 
	
              Total
                Validations

            	 	 	 	 	
              $

            	
              XX

            	 
	
              Total

            	 	 	 	 	
              $

            	
              XX

            	 


    

    


    
      
        
        

      

      
        -
          6
          -

        
          

        

      

      
        
        

Payment
        Schedule

    

     

    Upon
      Client signature of this PSD, the client shall provide:

     

    
      	 	
              ·

            	
              Project
                Deposit of $XX (1/3 of professional fees in the Estimated Project
                Total)

            


    

     

    
      	 	
              ·

            	
              Materials
                Deposit of $XX to acquire materials in conjunction with this
                project.

            


    

     

    The
      Client will pay the Project Deposit and the Materials Deposit upon receipt
      of the
      invoice. Payment terms are net 30. These terms are subject to change based
      on
      credit check completed by DPT Finance, as well as credit history.

     

    The
      Project Deposit will offset invoices sent by DPT for sequential, future
      milestones from agreed-upon protocols associated with this project. Once the
      Project Deposit is consumed, DPT shall continue to invoice the Client as
      protocol milestones are met, and the Client shall pay these invoices within
      30
      days.

     

    The
      Materials Deposit will offset the ordering and use of materials in conjunction
      with this project. Any remaining Materials Deposit shall be credited back to
      the
      Client upon conclusion of the project. In the event the Materials Deposit is
      insufficient, DPT may seek additional Materials Deposit in future, agreed-upon
      protocol(s).

     

    NOTE:
      In the
      event that this project is cancelled or a request is made that DPT cease working
      on this project (placed on hold) by the Client, the Client shall be responsible
      for the greater of the cancellation fee (if applicable) or the standard value
      of
      the work performed and materials sourced by DPT through the date of DPT
      receiving formal notification of cancellation of work stoppage. The Client
      will
      also be financially responsible for all materials ordered in anticipation of
      the
      completion of this project including all fees associated with the disposition
      of
      materials in the event of a cancellation or request for work
      stoppage.

     

    
      
        
        

      

      
        -
          7
          -

        
          

        

      

      
        
        

      

    


    Approvals

     

    IN
      WITNESS WHEREOF,
      the
      parties hereto approve the Project Scope Document and have each caused this
      Projected Scope Document to be signed by their duly authorized
      persons.

     

     

    
      	
              Trans-Pharma
                Corporation

            	 	 	
              DPT
                Laboratories, Ltd.

            	 
	 	 	 	 	 
	
              By:
                /s/ Juliet Singh

            	
              5/30/07

            	 	
              /s/
                Stuart Smoot

            	
              5/2/07

            
	
              (Sign
                above, print name and title below)

            	
              Date

            	 	
              Stuart
                Smoot

            	
              Date

            
	 	 	 	
              Research
                & Development

            	 
	
              Juliet
                Singh CEO

            	 	 	 	 
	
              (Printed
                name and title)

            	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	
              (Department)

            	 	 	 	 
	 	 	 	 	 
	
              By:

            	 	 	
              /s/
                Lynn Allen

            	
              5/3/07

            
	
              (Sign
                above, print name and title below)

            	
              Date

            	 	
              Lynn
                Allen

            	
              Date

            
	 	 	 	
              Business
                Development Director

            	 
	 	 	 	
              Marketing
                & Project Management

            	 
	
              (Printed
                name and title)

            	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	
              (Department)

            	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	
              PO
                #

            	 	 	 	 	 


    

     

     

    Subsequent
      to execution of this PSD, DPT will forward to Client a Research &
Development Services Agreement and/or a Letter of Responsibility (LOR) for
      review and execution prior to any compounding and/or packaging of any product
      under cGMP guidelines.

     

    
      
        
        

      

      
        -
          8
          -