Exhibit
        10.28

       
RESTRICTED
      STOCK AGREEMENT

     

    THIS
      RESTRICTED STOCK AGREEMENT (this
      "Agreement")
      is
      made effective as of December 20, 2007 (the "Grant
      Date"),
      by
      and between Lev Pharmaceuticals, Inc., a Delaware corporation (the "Company"),
      and
      ____________ (the "Holder"):

     

    WHEREAS,
      the
      Compensation Committee of the Company’s Board of Directors and the Company’s
      Board of Directors have determined that it would be to the advantage and in
      the
      best interest of the Company and its stockholders to enter into this Agreement
      to assign certain shares of Common Stock of the Company subject to certain
      restrictions thereon (hereinafter referred to as the "Restricted
      Stock")
      to the
      Holder in consideration of services to be rendered and as an incentive for
      the
      Holder’s best performance of future services to Company and its subsidiaries,
      subject to the restrictions set forth herein; 

     

    WHEREAS,
      the
      Company and the Holder entered into a Second Amended and Restated Employment
      Agreement dated December 20, 2007 (the "Employment
      Agreement").

     

    NOW,
      THEREFORE,
      in
      consideration of the mutual covenants herein contained and other good and
      valuable consideration, receipt of which is hereby acknowledged, the parties
      hereto do hereby agree as follows:

     

    ARTICLE
      I.

    AWARD
      OF RESTRICTED STOCK

     

    Section
      1.1  Award
      of Restricted Stock.

     

    In
      consideration of Holder’s services and for other good and valuable consideration
      which the Committee has determined, the Company hereby awards and assigns to
      the
      Holder, on the Grant Date, 2,000,000 shares of Restricted Stock. 

     

    Section
      1.2  Not
      a
      Contract of Employment.

     

    Nothing
      in this Agreement shall confer upon the Holder any right to continue in the
      employ of the Company or any subsidiary, or shall interfere with or restrict
      in
      any way any otherwise existing rights of the Company and any subsidiary, which
      are hereby expressly reserved, to discharge the Holder at any time for any
      reason whatsoever, with or without Cause (subject to the consequences set forth
      in the Employment Agreement).

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      II.

    TERMS
      OF THE AWARD AND RESTRICTIONS

     

    Section
      2.1  Definition.

     

    Unless
      the context otherwise requires, terms defined in the Employment Agreement have
      the same meanings when used in this Agreement.

     

    "Committee"
      shall
      mean the compensation committee of the Board of Directors of the Company.


     

    "Common
      Stock”
shall
      mean common
      stock of the Company, $0.01 par value per share.

     

    "Restrictions"
      shall
      mean the restrictions on sale or other transfer set forth in Section 3.1, the
      exposure to forfeiture set forth in Section 2.2 and the vesting set forth in
      Section 2.3.

     

    Section
      2.2  Forfeiture.

     

    Any
      share
      of Restricted Stock that is not vested pursuant to Section 2.3 upon the
      termination of employment of the Holder with the Company and its subsidiaries
      by
      the Company for Cause or by the Holder other than for Good Reason shall
      thereupon be forfeited to the Company without payment. In the event of the
      termination of the Holder’s employment as a result of his death or Disability,
      by the Company without Cause or by the Holder with Good Reason, the Restricted
      Stock that is not vested pursuant to Section 2.3 shall remain outstanding and
      continue to vest through the last Vesting Date.

     

    Section
      2.3  Vesting
      and Lapse of Restrictions.

     

    Subject
      to Sections 2.2, 2.4 and 2.6, each share of Restricted Stock shall not be
      transferable until such share becomes vested pursuant to this Section. The
      shares shall vest in accordance with the following schedule (each a "Vesting
      Date"):

     

    (a)  1,000,000
      (50%) of the Restricted Stock shall vest and the Restrictions thereon shall
      lapse on the FDA Approval Date, subject to Holder's continued employment with
      the Company on such date;

     

    (b)  500,000
      (25%) of the Restricted Stock shall vest and the Restrictions thereon shall
      lapse on the first (1st)
      anniversary of the FDA Approval Date, subject to Holder's continued employment
      with the Company on such date; and

     

    (c)  500,000
      (25%) of the Restricted Stock shall vest and the restrictions thereon shall
      lapse on the second (2nd)
      anniversary of the FDA Approval Date, subject to Holder's continued employment
      with the Company on such date; provided,
      however,
      that if
      a Vesting Date shall fall on a date which is during a black-out period with
      respect to the Common Stock to which Holder is subject, such Vesting Date shall
      be delayed until the first day after the expiration of such black-out
      period.

     

    
      
        
        

      

      
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    Section
      2.4  Legends.

     

    Certificates
      representing shares of Restricted Stock assigned pursuant to this Agreement
      shall, until all Restrictions lapse or shall have been removed and new
      certificates are assigned pursuant to Section 2.5, be held by the Company and
      bear the following legend:

     

    "THE
      SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN VESTING
      REQUIREMENTS UNDER THE TERMS OF THAT CERTAIN RESTRICTED STOCK AGREEMENT BY
      AND
      BETWEEN LEV PHARMACEUTICALS, INC. (THE "COMPANY") AND THE REGISTERED OWNER
      OF
      SUCH SHARES, AND SUCH SHARES MAY NOT BE, DIRECTLY OR INDIRECTLY, VOLUNTARILY
      OR
      INVOLUNTARILY, OR BY OPERATION OF LAW, OFFERED, TRANSFERRED, SOLD, ASSIGNED,
      PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNDER ANY CIRCUMSTANCES, EXCEPT
      PURSUANT TO THE PROVISIONS OF SUCH AGREEMENT. A COPY OF THE AGREEMENT MAY BE
      OBTAINED FROM THE COMPANY" 

     

     In
      addition to the foregoing, legend, certificates representing shares of
      Restricted Stock awarded hereunder shall, if required, bear a restrictive legend
      required under applicable federal or state securities laws.

     

    Section
      2.5  Assignment
      of Certificates for Vested Shares.

     

    Upon
      the
      vesting of the shares of the Restricted Stock as provided in Section 2.3 and
      subject to Section 3.3, the Company shall cause new certificates to be assigned
      with respect to such vested shares and delivered to the Holder or his legal
      representative, free from any Restrictions and free from the legend provided
      for
      in Section 2.4; provided, that such shares shall remain subject to applicable
      securities laws and the Company’s employee trading policy. Such vested shares
      shall cease to be considered Restricted Stock subject to the terms and
      conditions of this Agreement and shall be shares of Common Stock of the Company
      free of all Restrictions (other than any applicable securities law restrictions
      or any restrictions imposed by the Company’s employee trading
      policy).

     

    Section
      2.6  Restrictions
      On New Shares.

     

    In
      the
      event that the Holder receives any new or additional or different shares or
      securities by reason of any transaction or event described in Section 2.7,
      such new or additional or different shares or securities which are attributable
      to the Holder in his capacity as the registered owner of the Restricted Stock
      then subject to Restrictions, shall be considered to be Restricted Stock and
      shall be subject to all of the Restrictions, unless the Committee provides,
      for
      the removal or lapse of the Restrictions on the shares of Restricted Stock
      underlying the distribution of the new or additional shares or
      securities.

     

    
      
        
        

      

      
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    Section
      2.7  Special
      Circumstances.

     

    (a) Merger
      and Consolidation.
      In
      the
      event of a Change in Control, the unvested shares of Restricted Stock shall
      be
      assumed by the acquiring company and converted into restricted stock of the
      acquiring company (or parent company) in a manner designed to preserve the
      economic value of the Restricted Stock immediately prior to the Change in
      Control and in a manner consistent with the treatment of other shareholders;
      provided that if the consideration received in the Change in Control is in
      the
      form of cash, the acquiring company (or the acquirer’s parent company, as
      applicable) may either assume such unvested shares of Restricted Stock as
      provided above or may pay the Holder an amount in cash on each applicable
      Vesting Date for such shares as if the Restricted Stock was assumed as provided
      above based upon the fair market value of the acquiring company’s (or its
      parent’s, as applicable) capital stock on each of the applicable Vesting Dates.


     

    For
      the
      purposes hereof, "fair market value" shall be either:

     

    
      	 	
              (i)

            	
              the
                average of the high and low or closing bid and asked prices of the
                acquiring company’s (or its parent’s) capital stock on each Vesting Date
                if such stock is listed for trading on a national securities exchange,
                the
                NASDAQ Stock Market or is traded on the over-the-counter bulletin
                board;
                or

            


    

     

    
      	 	
              (ii)

            	
              if
                the acquiring company’s (or its parent’s) capital stock is not publicly
                traded, then as determined by an independent valuation company mutually
                acceptable to the Holder and the acquirer.


            


    

     

    (b) Adjustments. In
      the
      event of a Change in Control or any other corporate event or transaction that
      does not constitute a Change in Control (including, but not limited to, a change
      in the shares of the Company or the capitalization of the Company) such as
      a
      merger, consolidation, reorganization, recapitalization, separation, stock
      dividend, stock split, reverse stock split, split up, spin-off, or other
      distribution of stock or property of the Company, combination of shares,
      exchange of shares, dividend in kind, or other like change in capital structure
      or distribution (other than normal cash dividends) to shareholders of the
      Company, or any similar corporate event or transaction, the Committee in order
      to prevent dilution or enlargement of the Holder’s rights, shall substitute or
      adjust, as applicable, the number and kind of shares that may be issued under
      this Agreement.

     

    (c) Investment
      Undertaking.
      The
      Holder hereby represents and warrants that he will hold the Restricted Stock
      and
      the rights constituent thereto for investment and without any present intention
      of distribution or sale. 

     

    
      
        
        

      

      
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    Section
      2.8  Withholding.

     

    On
      each
      Vesting Date, the Holder will have the option of (a) electing to have the
      Company withhold, the number of shares sufficient to satisfy the minimum tax
      withholding from the shares to satisfy such tax withholding obligations, or
      (b)
      delivery to the Company of an amount in cash or Common Stock of the Company
      with
      a fair market value equal to the amount of such tax obligation.

     

    Section
      2.9  Voting
      Rights.

     

    To
      the
      extent permitted by law, the Holder shall be entitled to exercise full voting
      rights with respect to those shares of Restricted Stock that have not yet
      vested. 

     

    Section
      2.10  Beneficiary
      Designation.

     

    The
      Holder may, from time to time, name any beneficiary or beneficiaries (who may
      be
      named contingently or successively) to whom any benefit under this Agreement
      is
      to be paid in case of his death before he receives any or all of such benefit.
      Each such designation shall revoke all prior designations by the Holder, shall
      be in a form prescribed by the Committee, and will be effective only when filed
      by the Holder in writing with the Company during the Holder's lifetime. In
      the
      absence of any such designation, benefits remaining unpaid at the Holder's
      death
      shall be paid to the Holder's estate. 

     

    Section
      2.11  Dividend
      Equivalents.

     

    The
      Holder may be granted dividend equivalents based on the dividends declared
      on
      shares of Common Stock of the Company that are subject to this award of
      Restricted Stock, to be credited as of dividend payment dates, during the period
      between the Grant Date and each Vesting Date as determined by the Committee.
      Such dividend equivalents shall be converted to cash or additional shares of
      Common Stock of the Company by such formula and at such time and subject to
      such
      limitations as may be determined by the Committee in good faith. 

     

    ARTICLE
      III.

    MISCELLANEOUS

     

    Section
      3.1  Restricted
      Stock Not Transferable.

     

    No
      share
      of Restricted Stock or any interest or right therein or part thereof shall
      be
      liable for the debts, contracts or engagements of the Holder or his successors
      in interest or shall be subject to disposition by transfer, alienation,
      anticipation, pledge, encumbrance, assignment or any other means whether such
      disposition be voluntary or involuntary or by operation of law by judgment,
      levy, attachment, garnishment or any other legal or equitable proceedings
      (including bankruptcy) until such time as the share of Restricted Stock has
      vested, and any attempted disposition thereof shall be null and void and of
      no
      effect.

     

    
      
        
        

      

      
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    Section
      3.2  Conditions
      to Delivery of Stock Certificates.

     

    The
      Company shall not be required to deliver any certificate or certificates for
      shares of stock pursuant to this Agreement prior to fulfillment of all of the
      following conditions:

     

    (a)  Approval.
      The
      obtaining of any approval or other clearance from any state or federal
      governmental agency which the Committee shall, in its sole discretion, determine
      to be necessary or advisable; and

     

    (b)  Payment.
      The
      payment by the Holder of all amounts required to be withheld, under federal,
      state and local (or applicable foreign) tax laws, with respect to the issuance
      and/or the lapse or removal of any of the Restrictions which may be paid either
      by the Holder or by the Holder electing that the Company withhold that number
      of
      shares of Common Stock with a fair market value equal to the minimum tax
      withholding obligation at the election of the Holder.

     

    Section
      3.3  Physical
      Custody.

     

    The
      Secretary of the Company or such other representative as the Committee may
      appoint shall retain physical custody of each certificate representing
      Restricted Stock until all of the restrictions imposed under the Agreement
      with
      respect to the shares evidenced by such certificate expire or shall have been
      removed; provided, however, that in no event shall the Holder retain physical
      custody of any certificates representing unvested Restricted Stock assigned
      to
      Holder and provided further that the Company may determine not to issue
      certificates, but rather to make a book entry to reflect the issuance of the
      shares.

     

    Section
      3.4  Notices.

     

    Any
      notice required by this Agreement will be deemed provided and delivered to
      the
      intended recipient when (i) delivered in person by hand
      or, in
      accordance with applicable law, via the Company’s e-mail or intranet
      site;
      or (ii)
      three days after being sent via U.S. certified mail, return receipt requested;
      or (iii) the day after being sent via overnight courier, in each case provided
      such notice is properly addressed to the following address and enclosed in
      a
      properly sealed envelope or wrapper, and with all postage and similar fees
      having been paid in advance.

     

    
      
        	
              	If
                to the Company:	
                Lev
                  Pharmaceuticals, Inc.

              


        	 	 	
                675
                  Third Avenue

              


        	 	 	
                Suite
                  2200

              


        	 	 	
                New
                  York, NY 10017

              


        	 	 	 


        	 	And if to the
                Holder:	To the address specified in the Company’s
                payroll records.


      

       

    

    By
      a
      notice given pursuant to this Section 3.4, either party may hereafter designate
      a different address for notices to be given. Any notice which is required to
      be
      given to the Holder shall, if the Holder is then deceased, be given to the
      Holder’s personal representative if such representative has previously informed
      the Company of representative’s status and address by written notice under this
      Section 3.4.

     

    
      
        
        

      

      
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    Section
      3.5  Rights
      as Stockholder.

     

    Except
      as
      otherwise provided herein, upon delivery of the shares of Restricted Stock
      to
      the representative pursuant to Section 3.3, the Holder shall have, unless
      otherwise provided by the Committee, all the rights of a stockholder with
      respect to said shares, including the right to vote and the right to receive
      all
      dividends and other distributions paid or made with respect to the shares;
      provided,
      however,
      that in
      the discretion of the Committee, any extraordinary distributions with respect
      to
      the Restricted Stock shall be subject to the Restrictions and provided
      further that
      such
      rights shall terminate immediately as to any shares of Restricted Stock that
      cease to be eligible for vesting.

     

    Section
      3.6  Withholding
      Tax.

     

    The
      Holder agrees that, in the event of the issuance of the Restricted Stock or
      the
      expiration of Restrictions thereon results in the Holder’s realization of income
      which for federal, state or local income tax purposes is, in the opinion for
      the
      Company, subject to withholding of tax at source by the Company, the Holder
      will
      pay to the Company an amount equal to such withholding tax prior to the
      Company’s delivery of the Certificate or the Company shall withhold that number
      of Shares of Common Stock with a Fair Market Value equal to the minimum tax
      withholding obligation.

     

    Section
      3.7  Titles.

     

    Titles
      are provided herein for convenience only and are not to serve as a basis for
      interpretation or construction of this Agreement.

     

    Section
      3.8  Conformity
      to Securities Laws.

     

    The
      Holder acknowledges that this Agreement is intended to conform to the extent
      necessary with all provisions of all applicable federal and state (and
      applicable foreign) laws, rules and regulations (including but not limited
      to,
      the Securities Act and the Exchange Act and to such approvals by any listing,
      regulatory or other governmental authority as may, in the opinion of counsel
      for
      the Company, be necessary or advisable in connection therewith. Notwithstanding
      anything herein to the contrary, this Agreement shall be administered, and
      the
      Restricted Stock shall be assigned, only in such a manner as to conform to
      such
      laws, rules and regulations including, without limitation, Rule 16b-3. To the
      extent permitted by applicable law, this Agreement and the Restricted Stock
      assigned hereunder shall be deemed amended to the extent necessary to conform
      to
      such laws, rules and regulations.

     

    Section
      3.9  Amendment
      and Successors.
      

     

    (a) Amendment.
      This
      Agreement may be amended without the consent of the Holder provided that such
      amendment would not impair any rights of the Holder under this Agreement. No
      amendment of this Agreement shall, without the consent of the Holder, impair
      any
      rights of the Holder under this Agreement.

     

    
      
         

      

      
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    (b) Successors.
      All
      obligations of the Company under this Agreement with respect to the award of
      Restricted Stock shall be binding on any successor to the Company, whether
      the
      existence of such successor is the result of a direct or indirect purchase,
      merger, consolidation, or otherwise, of all or substantially all of the business
      and/or assets of the Company. 

     

    Section
      3.10  Governing
      Law and Jurisdiction.

     

    (a) Governing
      Law. The
      laws
      of the State of New York shall govern the interpretation, validity,
      administration, enforcement and performance of the terms of this Agreement
      regardless of the law that might be applied under principles of conflicts of
      laws. 

     

    (b) Jurisdiction.
      The
      Holder irrevocably agrees that any legal action, suit or proceeding arising
      out
      of or relating to this Agreement may be brought in the courts of the United
      States of America located in the Southern District of New York or in the courts
      of the State of New York located in the Borough of Manhattan. By the execution
      of this Agreement, the Holder irrevocably submits to the jurisdiction of any
      such court in any such action, suit or proceeding. Final judgment against the
      Holder in any such action, suit or proceeding shall be conclusive and may be
      enforced in any other jurisdiction by suit on the judgment, a certified or
      exemplified copy of which shall be conclusive evidence of the judgment, or
      in
      any other manner provided by law.

     

    Section
      3.11   Section
      83(b) Election.

     

    If,
      within
      30 days of the Grant Date, a
      Holder
      makes an election under Section 83(b) of the Code, or any successor section
      thereto, to be taxed with respect to all or any portion of the Restricted Stock
      as of the date of transfer of the Restricted Stock rather than as of the date
      or
      dates upon which the Holder would otherwise be taxable under Section 83(a)
      of
      the Code, the Holder shall deliver a copy of such election to the Company
      immediately after filing such election with the Internal Revenue
      Service.

     

    Section
      3.12  No
      Constraint on Corporate Action.

     

    Nothing
      in this Agreement shall be construed to: (a) limit, impair, or otherwise affect
      the Company's or a subsidiary's or an affiliate's right or power to make
      adjustments, reclassifications, reorganizations, or changes of its capital
      or
      business structure, or to merge or consolidate, or dissolve, liquidate, sell,
      or
      transfer all or any part of its business or assets; or, (b) limit the right
      or
      power of the Company or a subsidiary or an affiliate to take any action which
      such entity deems to be necessary or appropriate. 

     

    
      
        
        

      

      
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    IN
      WITNESS WHEREOF, this Agreement has been executed and delivered by the parties
      hereto.

    
      	 	 	 
	 	
              LEV
                PHARMACEUTICALS, INC.,

              a Delaware corporation

            
	 
 	 
 	 
 
	 	By:  	 
	 	 	
              
 
	 	Its:	 
	 	 	
              
 
	 	HOLDER
	 	 
	 	
              

            


    

                                                  

    
      
        
        

      

      
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