**BROKERAGE
      AGREEMENT**




1.
      Definitions


1.1
            Principal:
            VasoActive
                Pharmaceuticals, INC.
              99
                Rosewood Avenue (Suite 260)
              Danvers,
                MA -19231.2
            Broker:
            Ferolie
                Corporation d/b/a
              “EASTERN
                SALES & MARKETING”
              2
                Van Riper Road, POB 409
              Montvale,
                NJ 07645
              Tax
                ID (EIN) #13-16573441.3
            Territory:
            Continental
                United States (all markets)1.4
            Customers:
            All
                classes of retail trade (e.g., grocery, drug, mass merchandise club,
                convenience, specialty) (Wal Mart, direct response, professional
                and
                Internet, are excluded)1.5
            Products:
            All
                products of Principal offered for sale in the Territory1.6
            Commission
                Rate:
            5%1.7
            Effective
                Date:
            August
                1, 2005




2. 
      Appointment of Broker




2.1  The
        Principal hereby appoints the Broker, effective as of the Effective Date,
        as the
        Principal's exclusive agent to sell the Products in the Territory. The Broker
        hereby accepts the appointment.
  2.2  The
        Broker agrees to work the Territory thoroughly, and to offer the Principal's
        unsold supply of Products for sale to the Customers, at frequent and regular
        intervals, at such prices and on such terms and conditions as the Principal
        shall authorize during the term of this agreement. The Broker will furnish
        such
        reports on market conditions as the Principal may from time to time reasonably
        request. The Principal authorizes the Broker to engage sub-agents in any
        portion(s) of the Territory and on such terms as the Broker may determine;
        the
        Broker shall be responsible to supervise any such sub-agents.
  2.3  The
        Principal will pay the Broker a Commission equal to the Commission Rate applied
        to total "Net Invoiced Sales" of the Products in the Territory during the
        term
        of this agreement. As used in this agreement, "Net Invoiced Sales" means
        gross
        shipments, less any "off-invoice allowances" and "standard returns," as these
        terms are generally understood in the brokerage industry. The Commission
        will be
        paid monthly, on or before the 15th calendar day of the month, on all Products
        paid for during the preceding calendar month. Copies of all invoices must
        be
        sent to the Broker at the same time they are issued to Customers.
  2.4  The
        initial term of this agreement shall be for one year, commencing as of the
        Effective Date. After the expiration of the initial term, this agreement
        shall
        continue in effect indefinitely, unless and until it is terminated by either
        party, with or without cause, upon 60 days prior written notice to the other
        party. The Broker will be paid the Commission on all Products ordered during
        the
        60-day termination notice period.




3. **Other
        Provisions**
 
 3.1  In
        the
        course of their respective business activities, the Principal and the Broker
        may
        develop trade secrets, confidential and proprietary information, know-how
        and
        data ("Information"). During the term of this agreement, either party may
        disclose such Information to the other party, and the receiving party agrees
        to
        hold all such Information in strict confidence, and will make no use whatsoever
        of such Information to develop, manufacture, distribute or provide products
        or
        services incorporating or resulting from such Information. The parties shall
        limit access to the Information furnished by the other party only to those
        of
        its employees who have a need to know such Information. The obligations of
        confidentiality imposed by this paragraph shall not apply to information
        that is
        or becomes available within the grocery or food industry or to the public
        other
        than by act or omission of the party to whom such information was furnished;
        or
        that is received by either party from an independent source not under an
        obligation of confidentiality to the other party; or that is shown by written
        documentation to have been previously known to the party releasing or using
        such
        information prior to disclosure to it by the party furnishing such information;
        or that the disclosure of which is consented to in writing by the party
        releasing such information; or that is disclosed by any party pursuant to
        a
        court order. The obligation of confidentiality imposed by this paragraph
        shall
        expire 3 years after the effective date of termination of this agreement,
        regardless of the reason for termination.
 
 3.2  The
        Principal intends to license its trademarks and trade names to third parties,
        and hereby appoints the Broker as its non-exclusive agent to identify
        prospective licensees. In the event the Principal enters into a licensing,
        sponsorship or similar arrangement with a licensee introduced to the Principal
        by the Broker, the Principal will pay the Broker a finder's fee or royalty
        equal
        to the Commission Rate applied to the license or sponsorship fees or other
        consideration received by the Principal on account of such license, sponsorship
        or arrangement.
 
 3.3  The
        Principal shall indemnify and hold harmless the Broker, its directors, officers
        and employees from and against any loss, action, claim, proceeding, liability
        or
        expense (including reasonable attorneys' fees) arising out of any act or
        omission of the Principal, its employees or agents, relative to the Products.
        This indemnity shall survive termination or cancellation of this agreement.
 
 3.4  The
        laws
        of the State of New Jersey shall govern in any dispute arising out of or
        under
        this agreement, and the Principal hereby agrees to the jurisdiction of the
        courts of the State of New Jersey, and agrees to accept service of process
        by
        certified mail, return receipt requested, addressed to the Principal at its
        address above.
 
 VasoActive
                  Pharmaceuticals, INC.
              FEROLIE
                  CORPORATIONBy:/s/
                  Joseph Fratteroli
              By:/s/
                  Anthony J. ScudieriJoseph
                  Fratteroli, President
              Anthony
                  J. Scudieri, President