THE
        SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT
        AND
        HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
        “ACT”), OR ANY APPLICABLE STATE SECURITIES OR “BLUE SKY” LAWS. THESE SECURITIES
        MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN
        EXEMPTION THEREFROM UNDER SAID ACT OR LAWS. 

      


      August
        9,
        2004  W-3

      


      LEV
        PHARMACEUTICALS, INC.

      


      COMMON
        STOCK WARRANT 

      


      THIS
        CERTIFIES
        that,
        for value received, Lawler Scientific, LLC and its permitted transferees
        hereunder (the “Holder”), is entitled to subscribe for and purchase from
LEV
        PHARMACEUTICALS, INC.,
        a
        Delaware corporation (the “Company”), up to 111,341 fully paid and nonassessable
        shares (the “Warrant Shares”) of common stock, $.01 par value, of the Company
        (the “Common Stock”) at $0.30 per share (the “Warrant Price”) subject to
        adjustment as provided in Section 2 hereof, at any time or from time to time
        during the period (the “Exercise Period”) commencing on the date hereof and
        ending on August 9, 2014. 

      


      SECTION
        1. Exercise
        of Warrant.

      


      (a) General.
        This
        Warrant may be exercised by the Holder as to the whole or any lesser number
        of
        the Warrant Shares covered hereby, upon surrender of this Warrant to the
        Company
        at its principal executive office together with the Notice of Exercise attached
        hereto as Exhibit A, duly completed and executed by the Holder, and
        payment
        to the Company of the aggregate Exercise Price for the Warrant Shares to
        be
        purchased in the form of (i) a check made payable to the Company,
        (ii) wire transfer according to the Company’s instructions or
        (iii) any combination of (i) and (ii). The exercise of this Warrant
        shall
        be deemed to have been effected on the day on which the Holder surrenders
        this
        Warrant to the Company and satisfies all of the requirements of this
        Section 1. Upon such exercise, the Holder will be deemed a shareholder
        of
        record of those Warrant Shares for which the warrant has been exercised with
        all
        rights of a shareholder (including, without limitation, all voting rights
        with
        respect to such Warrant Shares and all rights to receive any dividends with
        respect to such Warrant Shares). If this Warrant is to be exercised in respect
        of less than all of the Warrant Shares covered hereby, the Holder shall be
        entitled to receive a new warrant covering the number of Warrant Shares in
        respect of which this Warrant shall not have been exercised and for which
        it
        remains subject to exercise. Such new warrant shall be in all other respects
        identical to this Warrant.

      


      (b) Net
        Issue Exercise.
        In lieu
        of exercising this Warrant via cash payment, the Holder may elect to receive
        shares equal to the value of this Warrant (or the portion thereof being
        canceled) by surrender of this Warrant at the principal office of the Company
        together with a Notice of Exercise duly executed and completed indicating
        payment pursuant to this Section 1(b), in which event the Company shall issue
        to
        the Holder a number of shares of Common Stock of the Company computed using
        the
        following formula:

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      X
        =
Y
        (A -
        B)

                
        A

      


      
        	
                Where

              	
                X

              	
                =

              	
                the
                  number of Warrant Shares to be issued to the
                  Holder.

              


      

      


      
        
          	 	
                  Y

                	
                  =

                	
                  the
                    number of Warrant Shares purchasable under this Warrant or, if
                    only a
                    portion of the Warrant is being exercised, the portion of the
                    Warrant
                    being cancelled (at the date of such
                    calculation).

                


        

        
          	 	 	 	 


        

        
          	 	A	
                  =

                	the Fair Market Value (as defined below) of
                  one Warrant
                  Share (at the date of such
                  calculation).


        

      

      


      
        	 	
                B

              	
                =

              	
                the
                  Exercise Price (as adjusted to the date of such
                  calculation).

              


      

      


      If
        the
        above calculation results in a negative number, then no shares of Common
        Stock
        shall be issued or issuable upon conversion of this Warrant.

      


      (c) Fair
        Market Value.
        For
        purposes of this Section 1, the Fair Market Value of one Warrant Share
        shall be determined by the Company’s Board of Directors in good faith; provided,
        however, that where there exists a public market for the Common Stock at
        the
        time of such exercise, the fair market value per Warrant Share shall be the
        last
        reported sale price of the Common Stock or the closing price quoted on the
        Nasdaq National Market or on any exchange on which the Common Stock is listed,
        whichever is applicable, as published in The
        Wall Street Journal
        for the
        five trading days prior to the date of determination of Fair Market
        Value.

      


      SECTION
        2. Adjustment
        of Warrant Price.
        If,
        at
        any time during the Exercise Period, the number of outstanding shares of
        Common
        Stock is (i) increased by a stock dividend payable in shares of Common Stock
        or
        by a subdivision or split of shares of such class of Common Stock, or (ii)
        decreased by a combination or reverse split of shares of Common Stock, then,
        following the record date fixed for the determination of holders of Common
        Stock
        entitled to receive the benefits of such stock dividend, subdivision, split-up,
        reverse split-up or combination, the Warrant Price shall be proportionately
        reduced, in the case of an increase in shares of Common Stock outstanding,
        or
        proportionately increased, in the case of a decrease in shares of Common
        Stock
        outstanding, in both cases by the ratio which the total number of shares
        of
        Common Stock to be outstanding immediately after such event bears to the
        total
        number of shares of Common Stock outstanding immediately prior to such
        event.

      


      SECTION
        3. Adjustment
        of Warrant Shares.
        Upon
        each
        adjustment of the Warrant Price as provided in Section 2, the Holder shall
        thereafter be entitled to subscribe for and purchase, at the Warrant Price
        resulting from such adjustment, the number of Warrant Shares equal to the
        product of (i) the number of Warrant Shares existing prior to such adjustment
        and (ii) the quotient obtained by dividing (A) the Warrant Price existing
        prior
        to such adjustment by (B) the new Warrant Price resulting from such adjustment.
        No fractional shares of capital stock of the Company shall be issued as a
        result
        of any such adjustment, and any fractional shares resulting from the
        computations pursuant to this paragraph shall be eliminated without
        consideration.

      


      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

      SECTION
        4. No
        Shareholder Rights.
        This
        Warrant shall not entitle the holder hereof to any voting rights or other
        rights
        as a shareholder of the Company.

      


      SECTION
        5. Covenant
        of the Company.
        The
        Company covenants and agrees that the Company shall at all times have authorized
        and reserved or shall authorize and reserve, free from preemptive rights,
        a
        sufficient number of shares of its Common Stock to provide for the exercise
        of
        the rights represented by this Warrant.

      


      SECTION
        6. Investment
        Representations and Warranties.
        The
        Holder hereby represents and warrants to the Company as follows:

      


      (a) The
        Holder is acquiring the Warrant, and it will acquire the Common Stock issuable
        upon exercise thereof, for its own account, for investment and not with a
        view
        to the distribution thereof, nor with any present intention of distributing
        the
        same. The Holder understands that the Warrant and Common Stock issuable upon
        exercise thereof, will not be registered under the Act or registered or
        qualified under any state securities or “blue-sky” laws, by reason of their
        issuance in a transaction exempt from the registration and/or qualification
        requirements thereof, and that they must be held indefinitely unless a
        subsequent disposition thereof is registered under the Act or registered
        or
        qualified under any applicable state securities or “blue-sky” laws or is exempt
        from registration and/or qualification.

      


      (b) The
        Holder understands that the exemption from registration afforded by Rule
        144
        (the provisions of which are known to the Holder) promulgated under the Act
        depends on the satisfaction of various conditions and that, if applicable,
        Rule
        144 may only afford the basis for sales under certain circumstances only
        in
        limited amounts.

      


      (c) The
        Holder has no need for liquidity in its investment in the Company, and is
        able
        to bear the economic risk of such investment for an indefinite period and
        to
        afford a complete loss thereof. 

      


      (d) The
        Holder is an “accredited purchaser” as such term is defined in Rule 501 (the
        provisions of which are known to the Holder) promulgated under the
        Act.

      


      SECTION
        7. Restrictions
        on Transfer.
        The
        Holder of this Warrant by acceptance hereof agrees that the transfer of this
        Warrant and the shares of Common Stock issuable upon exercise of this Warrant
        are subject to the following provisions:

      


      (a) General.
        Subject
        to the requirements of the Act or any applicable state securities laws, the
        Holder may sell, assign, transfer or otherwise dispose of all or any portion
        of
        the Warrants or the Warrant Shares acquired upon any exercise hereof at any
        time
        and from time to time. Upon the sale, assignment, transfer or other disposition
        of all or any portion of the Warrants, Holder shall deliver to the Company
        a
        written notice of such in the form attached hereto as Exhibit
        B,
        duly
        executed by Holder, which includes the identity and address of any purchaser,
        assignor or transferee. 

      


      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

      (b) Restrictive
        Legend.
        Each
        certificate for Warrant Shares held by the Holder
        and each
        certificate for any such securities issued to subsequent transferees of any
        such
        certificate shall be stamped or otherwise imprinted with legends in
        substantially the following form:

      


      “THE
        SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT
        AND
        HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
        “ACT”) OR ANY RELEVANT STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE SOLD
        OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM
        UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAWS”. 

      


      (c) Indemnification.
        Holder
        acknowledges that he, she or it understands the meaning and legal consequences
        of the representations, warranties and acknowledgments he, she or it has
        made in
        Section 7 and elsewhere in this Warrant and he, she or it understands that
        the
        Company is relying upon the truth and accuracy thereof. Accordingly, the
        Holder
        hereby agrees to indemnify and hold harmless the Company, its officers, agents
        and representatives, from and against any and all loss, damage or liability
        due
        to or arising out of a breach of any representation or warranty of Holder
        contained in this Warrant.

      


      SECTION
        8. Amendment.
        The
        terms and provisions of this Warrant may not be modified or amended, except
        with
        the written consent of the Company and the Holder.

      


      SECTION
        9. Reorganizations,
        Etc.
        In case,
        at any time during the Exercise Period, of any capital reorganization, of
        any
        reclassification of the stock of the Company (other than a change in par
        value
        or from par value to no par value or from no par value to par value or as
        a
        result of a stock dividend or subdivision, split-up or combination of shares),
        or the consolidation or merger of the Company with or into another corporation
        (other than a consolidation or merger in which the Company is the continuing
        operation and which does not result in any change or reclassification in
        the
        Warrant Shares) or of the sale of all or substantially all the properties
        and
        assets of the Company as an entirety to any other corporation, the Company,
        at
        its sole discretion, shall have the right and option to (A) provide 10 days
        prior written notice of such event to the Holder and this Warrant shall
        terminate and be of no further force and effect on and after the effective
        date
        of such capital reorganization or reclassification or the consummation of
        such
        consolidation, sale or merger; or (B) provide that this Warrant shall, after
        such reorganization, reclassification, consolidation, merger or sale, be
        exercisable for the kind and number of shares of stock or other securities
        or
        property of the Company or of the corporation resulting from such consolidation
        or surviving such merger or to which such properties and assets shall have
        been
        sold to which such holder would have been entitled if he, she or it had held
        the
        Warrant Shares issuable upon the exercise hereof immediately prior to such
        reorganization, reclassification, consolidation, merger or sale.

      


      SECTION
        10. Lost,
        Stolen, Mutilated or Destroyed Warrant.
        If
        this
        Warrant is lost, stolen, mutilated or destroyed, the Company may, on such
        terms
        as to indemnity or otherwise as it may in its discretion impose (which shall,
        in
        the case of a mutilated Warrant, include the surrender thereof), issue a
        new
        Warrant of like denomination and tenor as the Warrant so lost, stolen, mutilated
        or destroyed. Any such new Warrant shall constitute an original contractual
        obligation of the Company, whether or not the allegedly lost, stolen, mutilated
        or destroyed Warrant shall be at any time enforceable by anyone.

      


      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

      SECTION
        11. Notices.
        All
        notices, advices and communications to be given or otherwise made to any
        party
        to this Agreement shall be deemed to be sufficient if contained in a written
        instrument delivered in person or by telecopier or duly sent by first class
        registered or certified mail, return receipt requested, postage prepaid,
        or by
        overnight courier, or by electronic mail, with a copy thereof to be sent
        by mail
        (as aforesaid) within 24 hours of such electronic mail, addressed to such
        party
        at the address set forth below or at such other address as may hereafter
        be
        designated in writing by the addressee to the addresser listing all
        parties:

      


      
        	 	
                (a)

              	
                If
                  to the Company, to:

              


      

      


      Lev
        Pharmaceuticals, Inc.

      


      and

      


      
        	 	
                (b)

              	
                If
                  to the Holder, to:

              


      

      


      Lawler
        Scientific, LLC

      


      or
        to
        such other address as the party to whom notice is to be given may have furnished
        to the other parties hereto in writing in accordance herewith. Any such notice
        or communication shall be deemed to have been delivered and received (i)
        in the
        case of personal delivery or delivery by telecopier, on the date of such
        deliver, (ii) in the case of nationally-recognized overnight courier, on
        the
        next business day after the date when sent and (ii) in the case of mailing,
        on
        the third business day following that on which the piece of mail containing
        such
        communication is posted. As used in this Section 11, “business day” shall mean
        any day other than a day on which banking institutions in the State of New
        York
        are legally closed for business.

      


      SECTION
        12.  Binding
        Effect on Successors.
        Subject
        to Section 9 hereof, this Warrant shall be binding upon any corporation
        succeeding the Company by merger, consolidation or acquisition of all or
        substantially all of the Company’s assets. 

      


      SECTION
        13.  Descriptive
        Headings and Governing Law.
        The
        description headings of the several sections and paragraphs of this Warrant
        are
        inserted for convenience only and do not constitute a part of this Warrant.
        This
        Warrant shall be construed and enforced in accordance with, and the rights
        of
        the parties shall be governed by, the laws of the State of New York (without
        giving effect to conflicts of law principles thereunder).

      


      SECTION
        14.  Fractional
        Shares.
        No
        fractional shares shall be issued upon exercise of this Warrant. The Company
        shall, in lieu of issuing any fractional share, pay the holder entitled to
        such
        fraction a sum in cash equal to such fraction multiplied by the then effective
        Warrant Price.

      


      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

      *
        * *

      


      IN
        WITNESS WHEREOF,
        the
        undersigned has caused this Common Stock Warrant to be executed by its duly
        authorized officer as of the date first above written.

      


      
        
          	 	
                  LEV
                    PHARMACEUTICALS, INC.

                  


                  


                  


                  By:
                                                                                       
                    

                  Name:
                    Joshua D. Schein

                  Title:
                    Chief Executive Officer

                


        

      

       

      
      


      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      


      Exhibit
        A

      


      Form
        of Subscription

      
        
          

        

      

      


      NOTICE
        OF EXERCISE

      COMMON
        STOCK WARRANT

      


      To: Lev
        Pharmaceuticals, Inc.

      


      The
        undersigned hereby:

      


      1. 
        (a)
        elects to purchase _______ shares of Common Stock (“Common Stock”) of Lev
        Pharmaceuticals, Inc., a Delaware corporation, (the “Company”) pursuant to the
        terms of the attached Warrant, and tenders herewith payment of the aggregate
        exercise price therefor and any transfer taxes payable pursuant to the terms
        of
        the Warrant; or

      


      2. (b)
        elects to exercise this Warrant for the purchase of ________ shares of the
        Common Stock pursuant to the provisions of Section 1(b) of the attached
        Warrant.

      


      Please
        issue a certificate or certificates representing said shares of Common Stock
        in
        the name of the undersigned or in such other name or names as are specified
        below:

      


      Name:
                                                                                                         
        

      Address:                                                                                             
        

                                                                                                                   
        

      


      IN
        WITNESS WHEREOF, the Warrant Holder has executed this Notice of Exercise
        effective this ___ day of ________, ______.

      


      
        
          	 	
                   

                                                                                        
                    

                  


                  (Signature)

                


        

      

       


      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      


      Exhibit
        B

      


      Form
        of Assignment

      [To
        be
        signed only upon transfer of Warrant]

      


      For
        value
        received, the undersigned hereby sells, assigns and transfers unto the right
        represented by the within Warrant to purchase _______ shares of Common Stock
        of
LEV
        PHARMACEUTICALS, INC.,
        to
        which the within Warrant relates, and appoints Attorney to transfer such
        right
        on the books of LEV
        PHARMACEUTICALS, INC.,
        with
        full power of substitution in the premises. 

      


       

      
        	Dated:	
                                                                                       
                  

                (Signature)

              


      

      


      Signed
        in
        the presence of: 

      


                                                               
        


       

      
        
          
          

        

        
          8