Unassociated Document


    BROKERAGE
      AGREEMENT

     

    1.          
      Definitions


    
      	 	 	 
	
              1.1

            	
              Principal:

            	
              VasoActive
                Pharmaceuticals, INC.

              99
                Rosewood Avenue (Suite 260)

              Danvers,
                MA -1923

            
	 	 	 
	
              1.2

            	
              Broker:

            	
              Ferolie
                Corporation d/b/a

              “EASTERN
                SALES & MARKETING”

              2
                Van Riper Road, POB 409

              Montvale,
                NJ 07645

              Tax
                ID (EIN) #13-1657344

            
	 	 	 
	
              1.3

            	
              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 Territory

            
	 	 	 
	
              1.6

            	
              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 unaerstood 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 50 days prior written notice to the other
        party. The Broker will be paid the Commission on all Products ordered during
        the
        50-day termination notice period.