INDEMNIFICATION
AGREEMENT 



        THIS
INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into
as of November 8, 2006, by and between AURIGA LABORATORIES, INC., a Delaware
corporation (the “Company”), and CHARLES R. BEARCHELL, an
individual resident of the State of California (“Indemnitee”). 



RECITALS 



        WHEREAS,
the Company and Indemnitee have agreed to enter into that certain Executive Employment
Agreement, dated of even date herewith, which provides for the appointment of Indemnitee
as the Company’s Chief Financial Officer; 



        WHEREAS,
the Board of Directors of the Company (the “Board”) has adopted Bylaws of
the Company (the “Bylaws”) providing for the indemnification of the
officers and directors of the Company to the maximum extent authorized by law
(“Law”); 



        WHEREAS,
the Bylaws and the Law, by their nonexclusive nature, permit contracts between the Company
and the officers or directors of the Company with respect to indemnification of such
officers or directors; and 



        WHEREAS,
in accordance with the authorization as provided by Law, the Company may purchase and
maintain a policy or policies of directors’ and officers’ liability insurance
(“D&O Insurance”), covering certain liabilities which may be incurred
by its officers or directors in the performance of their obligations to the Company. 



AGREEMENT 



        NOW,
THEREFORE, in consideration of Indemnitee’s service as an officer or director after
the date hereof, the parties hereto agree as follows: 



         1.    
          Indemnity of Indemnitee. The Company hereby agrees to hold harmless and
          indemnify Indemnitee to the full extent authorized or permitted by the
          provisions of the Law, as such may be amended from time to time, and the Bylaws,
          as such may be amended from time to time. In furtherance of the foregoing
          indemnification, and without limiting the generality thereof: 



             (a)    
          Proceedings Other Than Proceedings by or in the Right of the Company.
          Indemnitee shall be entitled to the rights of indemnification provided in this
          Section 1(a) if, by reason of his Corporate Status (as hereinafter
          defined), he is, or is threatened to be made, a party to or participant in any
          Proceeding (as hereinafter defined) other than a Proceeding by or in the right
          of the Company. Pursuant to this Section 1(a), Indemnitee shall be indemnified
          against all Expenses (as hereinafter defined), judgments, penalties, fines and
          amounts paid in settlement actually and reasonably incurred by him, or on his
          behalf, in connection with such Proceeding or any claim, issue or matter
          therein, if he acted in good faith and in a manner he reasonably believed to be
          in or not opposed to the best interests of the Company, and with respect to any
          criminal Proceeding, had no reasonable cause to believe his conduct was
          unlawful. 














             (b)    
          Proceedings by or in the Right of the Company. Indemnitee shall be
          entitled to the rights of indemnification provided in this Section 1(b) if, by
          reason of his Corporate Status, he is, or is threatened to be made, a party to
          or participant in any Proceeding brought by or in the right of the Company.
          Pursuant to this Section 1(b), Indemnitee shall be indemnified against all
          Expenses actually and reasonably incurred by him, or on his behalf, in
          connection with such Proceeding if he acted in good faith and in a manner he
          reasonably believed to be in or not opposed to the best interests of the
          Company; provided, however, if applicable law so provides, no indemnification
          against such Expenses shall be made in respect of any claim, issue or matter in
          such Proceeding as to which Indemnitee shall have been adjudged to be liable to
          the Company unless and to the extent that the Court of Chancery of the State of
          Delaware shall determine that such indemnification may be made. 



             (c)    
          Indemnification for Expenses of a Party Who is Wholly or Partly
          Successful. Notwithstanding any other provision of this Agreement, to the
          extent that Indemnitee is, by reason of his Corporate Status, a party to and is
          successful, on the merits or otherwise, in any Proceeding, he shall be
          indemnified to the maximum extent permitted by law against all Expenses actually
          and reasonably incurred by him or on his behalf in connection therewith. If
          Indemnitee is not wholly successful in such Proceeding but is successful, on the
          merits or otherwise, as to one or more but less than all claims, issues or
          matters in such Proceeding, the Company shall indemnify Indemnitee against all
          Expenses actually and reasonably incurred by him or on his behalf in connection
          with each successfully resolved claim, issue or matter. For purposes of this
          Section and without limitation, the termination of any claim, issue or matter in
          such a Proceeding by dismissal, with or without prejudice, shall be deemed to be
          a successful result as to such claim, issue or matter. 



         2.    
          Additional Indemnity. In addition to and without regard to any
          limitations on the indemnification provided for in Section 1 of this Agreement,
          the Company shall and hereby does indemnify and hold harmless Indemnitee against
          all Expenses, judgments, penalties, fines and amounts paid in settlement
          actually and reasonably incurred by him or on his behalf if, by reason of his
          Corporate Status, he is, or is threatened to be made, a party to or participant
          in any Proceeding (including a Proceeding by or in the right of the Company),
          including, without limitation, all liability arising out of the negligence or
          active or passive wrongdoing of Indemnitee. The only limitation that shall exist
          upon the Company’s obligations pursuant to this Agreement shall be that the
          Company shall not be obligated to make any payment to Indemnitee that is finally
          determined (under the procedures, and subject to the presumptions, set forth in
          Sections 6 and 7 hereof) to be unlawful under Delaware law. 



         3.    
          Contribution in the Event of Joint Liability. 



             (a)    
          Whether or not the indemnification provided in Sections 1 and 2 hereof is
          available, in respect of any threatened, pending or completed action, suit or
          proceeding in which the Company is jointly liable with Indemnitee (or would be
          if joined in such action, suit or proceeding), the Company shall pay, in the
          first instance, the entire amount of any judgment or settlement of such action,
          suit or proceeding without requiring Indemnitee to contribute to such payment
          and the Company hereby waives and relinquishes any right of contribution it may
          have against Indemnitee. The Company shall not enter into any settlement of any
          action, suit or proceeding in which the Company is jointly liable with
          Indemnitee (or would be if joined in such action, suit or proceeding) unless
          such settlement provides for a full and final release of all claims asserted
          against Indemnitee. 




2 











             (b)    
          Without diminishing or impairing the obligations of the Company set forth in the
          preceding subparagraph, if, for any reason, Indemnitee shall elect or be
          required to pay all or any portion of any judgment or settlement in any
          threatened, pending or completed action, suit or proceeding in which the Company
          is jointly liable with Indemnitee (or would be if joined in such action, suit or
          proceeding), the Company shall contribute to the amount of expenses (including
          attorneys’ fees), judgments, fines and amounts paid in settlement actually
          and reasonably incurred and paid or payable by Indemnitee in proportion to the
          relative benefits received by the Company and all officers, directors or
          employees of the Company, other than Indemnitee, who are jointly liable with
          Indemnitee (or would be if joined in such action, suit or proceeding), on the
          one hand, and Indemnitee, on the other hand, from the transaction from which
          such action, suit or proceeding arose; provided, however, that the proportion
          determined on the basis of relative benefit may, to the extent necessary to
          conform to law, be further adjusted by reference to the relative fault of the
          Company and all officers, directors or employees of the Company other than
          Indemnitee who are jointly liable with Indemnitee (or would be if joined in such
          action, suit or proceeding), on the one hand, and Indemnitee, on the other hand,
          in connection with the events that resulted in such expenses, judgments, fines
          or settlement amounts, as well as any other equitable considerations which the
          Law may require to be considered. The relative fault of the Company and all
          officers, directors or employees of the Company, other than Indemnitee, who are
          jointly liable with Indemnitee (or would be if joined in such action, suit or
          proceeding), on the one hand, and Indemnitee, on the other hand, shall be
          determined by reference to, among other things, the degree to which their
          actions were motivated by intent to gain personal profit or advantage, the
          degree to which their liability is primary or secondary and the degree to which
          their conduct is active or passive. 



             (c)    
          The Company hereby agrees to fully indemnify and hold Indemnitee harmless from
          any claims of contribution which may be brought by officers, directors or
          employees of the Company, other than Indemnitee, who may be jointly liable with
          Indemnitee. 



         4.    
          Indemnification for Expenses of a Witness. Notwithstanding any other
          provision of this Agreement, to the extent that Indemnitee is, by reason of his
          Corporate Status, a witness in any Proceeding to which Indemnitee is not a
          party, he shall be indemnified against all Expenses actually and reasonably
          incurred by him or on his behalf in connection therewith. 




         5.    
          Advancement of Expenses. Notwithstanding any other provision of this
          Agreement, the Company shall advance all Expenses incurred by or on behalf of
          Indemnitee in connection with any Proceeding by reason of Indemnitee’s
          Corporate Status within ten (10) days after the receipt by the Company of a
          statement or statements from Indemnitee requesting such advance or advances from
          time to time, whether prior to or after final disposition of such Proceeding.
          Such statement or statements shall reasonably evidence the Expenses incurred by
          Indemnitee and shall include or be preceded or accompanied by an undertaking by
          or on behalf of Indemnitee to repay any Expenses advanced if it shall ultimately
          be determined that Indemnitee is not entitled to be indemnified against such
          Expenses. Any advances and undertakings to repay pursuant to this Section 5
          shall be unsecured and interest free. Notwithstanding the foregoing, the
          obligation of the Company to advance Expenses pursuant to this Section 5 shall
          be subject to the condition that, if, when and to the extent that the Company
          determines that Indemnitee would not be permitted to be indemnified under
          applicable law, the Company shall be entitled to be reimbursed, within thirty
          (30) days of such determination, by Indemnitee (who hereby agrees to reimburse
          the Company) for all such amounts theretofore paid; provided, however, that if
          Indemnitee has commenced or thereafter commences legal proceedings in a court of
          competent jurisdiction to secure a determination that Indemnitee should be
          indemnified under applicable law, any determination made by the Company that
          Indemnitee would not be permitted to be indemnified under applicable law shall
          not be binding and Indemnitee shall not be required to reimburse the Company for
          any advance of Expenses until a final judicial determination is made with
          respect thereto (and as to which all rights of appeal therefrom have been
          exhausted or lapsed). 




3 












         6.    
          Procedures and Presumptions for Determination of Entitlement to
          Indemnification. It is the intent of this Agreement to secure for Indemnitee
          rights of indemnity that are as favorable as may be permitted under the Law and
          public policy of the State of Delaware. Accordingly, the parties agree that the
          following procedures and presumptions shall apply in the event of any question
          as to whether Indemnitee is entitled to indemnification under this Agreement: 



             (a)    
          To obtain indemnification (including, but not limited to, the advancement of
          Expenses and contribution by the Company) under this Agreement, Indemnitee shall
          submit to the Company a written request, including therein or therewith such
          documentation and information as is reasonably available to Indemnitee and is
          reasonably necessary to determine whether and to what extent Indemnitee is
          entitled to indemnification. The Secretary of the Company shall, promptly upon
          receipt of such a request for indemnification, advise the Board in writing that
          Indemnitee has requested indemnification. 



             (b)    
          Upon written request by Indemnitee for indemnification pursuant to the first
          sentence of Section 6(a) hereof, a determination, if required by applicable law,
          with respect to Indemnitee’s entitlement thereto shall be made in the
          specific case by one of the following three methods, which shall be at the
          election of Indemnitee: (i) by a majority vote of the Disinterested Directors of
          the Board, even though less than a quorum; (ii) by Independent Counsel in a
          written opinion; or (iii) by the stockholders of the Company. 



             (c)    
          If the determination of entitlement to indemnification is to be made by
          Independent Counsel pursuant to Section 6(b) hereof, the Independent Counsel
          shall be selected as provided in this Section 6(c). The Independent Counsel
          shall be selected by Indemnitee (unless Indemnitee requests that such selection
          be made by the Board). Indemnitee or the Company, as the case may be, may,
          within ten (10) days after such written notice of selection shall have been
          given, deliver to the Company or to Indemnitee, as the case may be, a written
          objection to such selection; provided, however, that such objection may be
          asserted only on the ground that Independent Counsel so selected does not meet
          the requirements of “Independent Counsel” as defined in Section 13 of
          this Agreement, and the objection shall set forth with particularity the factual
          basis of such assertion. Absent a proper and timely objection, the person so
          selected shall act as Independent Counsel. If a written objection is made and
          substantiated, the Independent Counsel selected may not serve as Independent
          Counsel unless and until such objection is withdrawn or a court has determined
          that such objection is without merit. If, within twenty (20) days after
          submission by Indemnitee of a written request for indemnification pursuant to
          Section 6(a) hereof, no Independent Counsel shall have been selected and not
          objected to, either the Company or Indemnitee may petition the Court of Chancery
          of the State of Delaware or other court of competent jurisdiction for resolution
          of any objection which shall have been made by the Company or Indemnitee to the
          other’s selection of Independent Counsel and/or for the appointment as
          Independent Counsel of a person selected by the court or by such other person as
          the court shall designate, and the person with respect to whom all objections
          are so resolved or the person so appointed shall act as Independent Counsel
          under Section 6(b) hereof. The Company shall pay any and all reasonable fees and
          expenses of Independent Counsel incurred by such Independent Counsel in
          connection with acting pursuant to Section 6(b) hereof, and the Company shall
          pay all reasonable fees and expenses incident to the procedures of this Section
          6(c), regardless of the manner in which such Independent Counsel was selected or
          appointed. 




4 











             (d)    
          In making a determination with respect to entitlement to indemnification
          hereunder, the person, persons or entity making such determination shall presume
          that Indemnitee is entitled to indemnification under this Agreement. Anyone
          seeking to overcome this presumption shall have the burden of proof and the
          burden of persuasion by clear and convincing evidence. 



             (e)    
          Indemnitee shall be deemed to have acted in good faith if Indemnitee’s
          action is based on the records or books of account of the Enterprise, including
          financial statements, or on information supplied to Indemnitee by the officers
          of the Enterprise (as hereinafter defined) in the course of their duties, or on
          the advice of legal counsel for the Enterprise or on information or records
          given or reports made to the Enterprise by an independent certified public
          accountant or by an appraiser or other expert selected with reasonable care by
          the Enterprise. In addition, the knowledge and/or actions, or failure to act, of
          any director, officer, agent or employee of the Enterprise shall not be imputed
          to Indemnitee for purposes of determining the right to indemnification under
          this Agreement. Whether or not the foregoing provisions of this
          Section 6(e) are satisfied, it shall in any event be presumed that
          Indemnitee has at all times acted in good faith and in a manner he reasonably
          believed to be in or not opposed to the best interests of the Company. Anyone
          seeking to overcome this presumption shall have the burden of proof and the
          burden of persuasion by clear and convincing evidence. 



             (f)    
          If the person, persons or entity empowered or selected under this Section 6 to
          determine whether Indemnitee is entitled to indemnification shall not have made
          a determination within thirty (30) days after receipt by the Company of the
          request therefor, the requisite determination of entitlement to indemnification
          shall be deemed to have been made and Indemnitee shall be entitled to such
          indemnification absent: (i) a misstatement by Indemnitee of a material fact, or
          an omission of a material fact necessary to make Indemnitee’s statement not
          materially misleading, in connection with the request for indemnification; or
          (ii) a prohibition of such indemnification under applicable law; provided,
          however, that such 30-day period may be extended for a reasonable time, not to
          exceed an additional fifteen (15) days, if the person, persons or entity making
          such determination with respect to entitlement to indemnification in good faith
          requires such additional time to obtain or evaluate documentation and/or
          information relating thereto; and provided, further, that the foregoing
          provisions of this Section 6(f) shall not apply if the determination of
          entitlement to indemnification is to be made by the stockholders pursuant to
          Section 6(b) of this Agreement and if (A) within fifteen (15) days after receipt
          by the Company of the request for such determination, the Board or the
          Disinterested Directors, if appropriate, resolve to submit such determination to
          the stockholders for their consideration at an annual meeting thereof to be held
          within seventy-five (75) days after such receipt and such determination is made
          thereat, or (B) a special meeting of stockholders is called within fifteen (15)
          days after such receipt for the purpose of making such determination, such
          meeting is held for such purpose within sixty (60) days after having been so
          called and such determination is made thereat. 




5 











             (g)    
          Indemnitee shall cooperate with the person, persons or entity making such
          determination with respect to Indemnitee’s entitlement to indemnification,
          including providing to such person, persons or entity upon reasonable advance
          request any documentation or information which is not privileged or otherwise
          protected from disclosure and which is reasonably available to Indemnitee and
          reasonably necessary to such determination. Any Independent Counsel, member of
          the Board or stockholder of the Company shall act reasonably and in good faith
          in making a determination regarding the Indemnitee’s entitlement to
          indemnification under this Agreement. Any costs or expenses (including
          attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating
          with the person, persons or entity making such determination shall be borne by
          the Company (irrespective of the determination as to Indemnitee’s
          entitlement to indemnification) and the Company hereby indemnifies and agrees to
          hold Indemnitee harmless therefrom. 



             (h)    
          The Company acknowledges that a settlement or other disposition short of final
          judgment may be successful if it permits a party to avoid expense, delay,
          distraction, disruption and uncertainty. In the event that any action, claim or
          proceeding to which Indemnitee is a party is resolved in any manner other than
          by adverse judgment against Indemnitee (including, without limitation,
          settlement of such action, claim or proceeding with or without payment of money
          or other consideration) it shall be presumed that Indemnitee has been successful
          on the merits or otherwise in such action, suit or proceeding. Anyone seeking to
          overcome this presumption shall have the burden of proof and the burden of
          persuasion by clear and convincing evidence. 



         7.    
          Remedies of Indemnitee. 



             (a)    
          In the event that: (i) a determination is made pursuant to Section 6 of this
          Agreement that Indemnitee is not entitled to indemnification under this
          Agreement; (ii) advancement of Expenses is not timely made pursuant to
          Section 5 of this Agreement; (iii) no determination of entitlement to
          indemnification is made pursuant to Section 6(b) of this Agreement within ninety
          (90) days after receipt by the Company of the request for indemnification; (iv)
          payment of indemnification is not made pursuant to this Agreement within ten
          (10) days after receipt by the Company of a written request therefor; or
          (v) payment of indemnification is not made within ten (10) days after a
          determination has been made that Indemnitee is entitled to indemnification or
          such determination is deemed to have been made pursuant to Section 6 of this
          Agreement, Indemnitee shall be entitled to an adjudication in an appropriate
          court of the State of Delaware, or in any other court of competent jurisdiction,
          of his entitlement to such indemnification. Indemnitee shall commence such
          proceeding seeking an adjudication within one hundred eighty (180) days
          following the date on which Indemnitee first has the right to commence such
          proceeding pursuant to this Section 7(a). The Company shall not oppose
          Indemnitee’s right to seek any such adjudication. 




6 












             (b)    
          In the event that a determination shall have been made pursuant to Section 6(b)
          of this Agreement that Indemnitee is not entitled to indemnification, any
          judicial proceeding commenced pursuant to this Section 7 shall be conducted in
          all respects as a de novo trial on the merits, and Indemnitee shall not
          be prejudiced by reason of the adverse determination under Section 6(b). 



             (c)    
          If a determination shall have been made pursuant to Section 6(b) of this
          Agreement that Indemnitee is entitled to indemnification, the Company shall be
          bound by such determination in any judicial proceeding commenced pursuant to
          this Section 7, absent a prohibition of such indemnification under applicable
          law. 



             (d)    
          In the event that Indemnitee, pursuant to this Section 7, seeks a judicial
          adjudication of his rights under, or to recover damages for breach of, this
          Agreement, or to recover under any D&O Insurance policies maintained by the
          Company, the Company shall pay on his behalf, in advance, any and all Expenses
          actually and reasonably incurred by him in such judicial adjudication,
          regardless of whether Indemnitee ultimately is determined to be entitled to such
          indemnification, advancement of expenses or insurance recovery. 



             (e)    
          The Company shall be precluded from asserting in any judicial proceeding
          commenced pursuant to this Section 7 that the procedures and presumptions of
          this Agreement are not valid, binding and enforceable and shall stipulate in any
          such court that the Company is bound by all the provisions of this Agreement. 



         8.    
          Non-Exclusivity; Survival of Rights; Insurance; Subrogation. 



             (a)    
          The rights of indemnification as provided by this Agreement shall not be deemed
          exclusive of any other rights to which Indemnitee may at any time be entitled
          under applicable law, the Certificate of Incorporation of the Company, the
          Bylaws, any agreement, a vote of stockholders, a resolution of directors or
          otherwise. No amendment, alteration or repeal of this Agreement or of any
          provision hereof shall limit or restrict any right of Indemnitee under this
          Agreement in respect of any action taken or omitted by such Indemnitee in his
          Corporate Status prior to such amendment, alteration or repeal. To the extent
          that a change in the Law, whether by statute or judicial decision, permits
          greater indemnification than would be afforded currently under the Bylaws and
          this Agreement, it is the intent of the parties hereto that Indemnitee shall
          enjoy by this Agreement the greater benefits so afforded by such change. No
          right or remedy herein conferred is intended to be exclusive of any other right
          or remedy, and every other right and remedy shall be cumulative and in addition
          to every other right and remedy given hereunder or now or hereafter existing at
          law or in equity or otherwise. The assertion or employment of any right or
          remedy hereunder, or otherwise, shall not prevent the concurrent assertion or
          employment of any other right or remedy. 




7 












             (b)    
          To the extent that the Company maintains a D&O Insurance policy or policies
          providing liability insurance for directors, officers, employees or agents or
          fiduciaries of the Company or of any other Enterprise that such person serves at
          the request of the Company, Indemnitee shall be covered by such policy or
          policies in accordance with its or their terms to the maximum extent of the
          coverage available for any director, officer, employee, agent or fiduciary under
          such policy or policies. 



             (c)    
          In the event of any payment under this Agreement, the Company shall be
          subrogated to the extent of such payment to all of the rights of recovery of
          Indemnitee, who shall execute all papers required and take all action necessary
          to secure such rights, including execution of such documents as are necessary to
          enable the Company to bring suit to enforce such rights. 



             (d)    
          The Company shall not be liable under this Agreement to make any payment of
          amounts otherwise indemnifiable hereunder if and to the extent that Indemnitee
          has otherwise actually received such payment under any insurance policy,
          contract, agreement or otherwise. 



         9.    
          Exception to Right of Indemnification. Notwithstanding any other
          provision of this Agreement, Indemnitee shall not be entitled to indemnification
          under this Agreement with respect to any Proceeding brought by Indemnitee, or
          any claim therein, unless: (a) the bringing of such Proceeding or making of such
          claim shall have been approved by the Board; or (b) such Proceeding is being
          brought by Indemnitee to assert, interpret or enforce his rights under this
          Agreement. 



         10.    
          Duration of Agreement. All agreements and obligations of the Company
          contained herein shall continue during the period Indemnitee is an officer or
          director of the Company (or is or was serving at the request of the Company as a
          director, officer, employee or agent of another corporation, partnership, joint
          venture, trust or other enterprise) and shall continue thereafter so long as
          Indemnitee shall be subject to any Proceeding (or any proceeding commenced under
          Section 7 hereof) by reason of his Corporate Status, whether or not he is acting
          or serving in any such capacity at the time any liability or expense is incurred
          for which indemnification can be provided under this Agreement. 



         11.    
          Security. To the extent requested by Indemnitee and approved by the Board
          in its discretion, the Company may at any time and from time to time provide
          security to Indemnitee for the Company’s obligations hereunder through an
          irrevocable bank line of credit, funded trust or other collateral. Any such
          security, once provided to Indemnitee, may not be revoked or released without
          the prior written consent of the Indemnitee. 



         12.    
          Enforcement. 



             (a)    
          The Company expressly confirms and agrees that it has entered into this
          Agreement and assumes the obligations imposed on it hereby in order to induce
          Indemnitee to serve as an officer or director of the Company, and the Company
          acknowledges that Indemnitee is relying upon this Agreement in serving as an
          officer or director of the Company. 




8 












             (b)    
          This Agreement constitutes the entire agreement between the parties hereto with
          respect to the subject matter hereof and supersedes all prior agreements and
          understandings, oral, written and implied, between the parties hereto with
          respect to the subject matter hereof. 



         13.    
          Definitions. For purposes of this Agreement: 



             (a)    
          “Corporate Status” describes the status of a person who is or
          was a director, officer, employee, agent or fiduciary of the Company or of any
          other corporation, partnership, joint venture, trust, employee benefit plan or
          other enterprise that such person is or was serving at the express written
          request of the Company. 



             (b)    
          “Disinterested Director” means a director of the Company who is
          not and was not a party to the Proceeding in respect of which indemnification is
          sought by Indemnitee. 



             (c)    
          “Enterprise” shall mean the Company and any other corporation,
          partnership, joint venture, trust, employee benefit plan or other enterprise
          that Indemnitee is or was serving at the express written request of the Company
          as a director, officer, employee, agent or fiduciary. 



             (d)    
          “Expenses” shall include all reasonable attorneys’ fees,
          retainers, court costs, transcript costs, fees of experts, witness fees, travel
          expenses, duplicating costs, printing and binding costs, telephone charges,
          postage, delivery service fees and all other disbursements or expenses of the
          types customarily incurred in connection with prosecuting, defending, preparing
          to prosecute or defend, investigating, participating or being or preparing to be
          a witness in a Proceeding. 



             (e)    
          “Independent Counsel” means a law firm, or a member of a law
          firm, that is experienced in matters of corporation law and neither presently
          is, nor in the past five (5) years has been, retained to represent: (i) the
          Company or Indemnitee in any matter material to either such party (other than
          with respect to matters concerning Indemnitee under this Agreement, or of other
          indemnitees under similar indemnification agreements); or (ii) any other party
          to the Proceeding giving rise to a claim for indemnification hereunder.
          Notwithstanding the foregoing, the term “Independent Counsel”
          shall not include any person who, under the applicable standards of professional
          conduct then prevailing, would have a conflict of interest in representing
          either the Company or Indemnitee in an action to determine Indemnitee’s
          rights under this Agreement. The Company agrees to pay the reasonable fees of
          the Independent Counsel referred to above and to fully indemnify such counsel
          against any and all Expenses, claims, liabilities and damages arising out of or
          relating to this Agreement or its engagement pursuant hereto. 



             (f)    
          “Proceeding” includes any threatened, pending or completed
          action, suit, arbitration, alternate dispute resolution mechanism,
          investigation, inquiry, administrative hearing or any other actual, threatened
          or completed proceeding, whether brought by or in the right of the Company or
          otherwise and whether civil, criminal, administrative or investigative, in which
          Indemnitee was, is or will be involved as a party or otherwise, by reason of the
          fact that Indemnitee is or was an officer or director of the Company, by reason
          of any action taken by him or of any inaction on his part while acting as an
          officer or director of the Company, or by reason of the fact that he is or was
          serving at the request of the Company as a director, officer, employee, agent or
          fiduciary of another corporation, partnership, joint venture, trust or other
          Enterprise; in each case whether or not he is acting or serving in any such
          capacity at the time any liability or expense is incurred for which
          indemnification can be provided under this Agreement; including one pending on
          or before the date of this Agreement, but excluding one initiated by an
          Indemnitee pursuant to Section 7 of this Agreement to enforce his rights under
          this Agreement. 




9 











         14.    
          Severability. If any provision or provisions of this Agreement shall be
          held by a court of competent jurisdiction to be invalid, void, illegal or
          otherwise unenforceable for any reason whatsoever: (a) the validity, legality
          and enforceability of the remaining provisions of this Agreement (including
          without limitation, each portion of any section of this Agreement containing any
          such provision held to be invalid, illegal or unenforceable that is not itself
          invalid, illegal or unenforceable) shall not in any way be affected or impaired
          thereby and shall remain enforceable to the fullest extent permitted by law; and
          (b) to the fullest extent possible, the provisions of this Agreement (including,
          without limitation, each portion of any section of this Agreement containing any
          such provision held to be invalid, illegal or unenforceable that is not itself
          invalid, illegal or unenforceable) shall be construed so as to give effect to
          the intent manifested thereby. Without limiting the generality of the foregoing,
          this Agreement is intended to confer upon Indemnitee indemnification rights to
          the fullest extent permitted by applicable laws. In the event any provision
          hereof conflicts with any applicable law, such provision shall be deemed
          modified, consistent with the aforementioned intent, to the extent necessary to
          resolve such conflict. 



         15.    
          Modification and Waiver. No supplement, modification, termination or
          amendment of this Agreement shall be binding unless executed in writing by both
          of the parties hereto. No waiver of any of the provisions of this Agreement
          shall be deemed or shall constitute a waiver of any other provisions hereof
          (whether or not similar), nor shall such waiver constitute a continuing waiver. 



         16.    
          Notice By Indemnitee. Indemnitee agrees promptly to notify the Company in
          writing upon being served with or otherwise receiving any summons, citation,
          subpoena, complaint, indictment, information or other document relating to any
          Proceeding or matter which may be subject to indemnification covered hereunder.
          The failure to so notify the Company shall not relieve the Company of any
          obligation which it may have to Indemnitee under this Agreement or otherwise
          unless and only to the extent that such failure or delay prejudices the Company. 



         17.    
          Notices. All notices, requests, demands and other communications
          hereunder shall be in writing and shall be deemed to have been duly given if:
          (a) delivered by hand and received by the party to whom said notice or
          other communication shall have been directed; or (b) mailed by certified or
          registered mail with postage prepaid, on the third (3rd) business day
          after the date on which it is so mailed: 




10 












                 (i)    
          If to Indemnitee, to the address set forth below Indemnitee’s signature
          hereto. 



                 (ii)    
          If to the Company, to: 



	 	
Auriga
Laboratories, Inc.
5555 Triangle Parkway, Suite 300
Norcross, Georgia 30092
Attn: Chief
Executive Officer 






or to such other address as may have
been furnished to Indemnitee by the Company or to the Company by Indemnitee, as the case
may be. 



         18.    
          Identical Counterparts. This Agreement may be executed in one or more
          counterparts, each of which shall for all purposes be deemed to be an original
          but all of which together shall constitute one and the same Agreement. Only one
          such counterpart signed by the party against whom enforceability is sought needs
          to be produced to evidence the existence of this Agreement. 



         19.    
          Headings. The headings of the paragraphs of this Agreement are inserted
          for convenience only and shall not be deemed to constitute part of this
          Agreement or to affect the construction thereof. 



         20.    
          Governing Law. The parties agree that this Agreement shall be governed
          by, and construed and enforced in accordance with, the laws of the State of
          Delaware without application of the conflict of laws principles thereof. 



         21.    
          Gender. Use of the masculine pronoun shall be deemed to include usage of
          the feminine pronoun where appropriate. 






[Remainder of this
page intentionally left blank.] 









11 












        IN
WITNESS WHEREOF, the parties hereto have executed this Agreement on and as of the day and
year first above written. 



		
		AURIGA LABORATORIES, INC.,
		a Delaware corporation
		

By: /s/ Philip S. Pesin
		Name: Philip S. Pesin
		Title:   Chief Executive Officer
		

INDEMNITEE
		
/s/ Charles R. Bearchell
		Charles R. Bearchell
		
Address:
		
Mr. Charles R. Bearchell
		18030 Gauguin Lane
		Granada Hills, California 91344