EX-10.2


    Exhibit
      10.2

     

    STANDSTILL
      AGREEMENT WITH RESPECT TO CONVERSION RIGHTS, 

    AS
      AMENDED

     

    


    BioChemics,
      Inc., a Delaware corporation (“BioChemics”), is the holder of 4,500,000 shares
      of Class B Common Stock, par value $0.0001 per share (the “Class B Common
      Stock”), of Vaso Active Pharmaceuticals, Inc., a Delaware corporation (the
“Company”), which amount constitutes all outstanding shares of Class B Common
      Stock. As of the date of this agreement, BioChemics holds approximately a 45%
      economic interest in the Company.

    


    Pursuant
      to Section B(6) of Article Fifth of the Company’s Amended and Restated
      Certificate of Incorporation, as amended (the “Certificate of Incorporation”),
      each share of Class B Common Stock is convertible, at the option of its holder,
      at any time into one fully-paid and non-assessable share of the Company’s Class
      A Common Stock, par value $0.0001 per share (the “Class A Common Stock”).
      Consequently, as the holder of all outstanding shares of Class B Common Stock,
      BioChemics has the right at any time to convert ( the “Conversion Rights”) any
      or all of its shares of Class B Common Stock to an equivalent number of shares
      of Class A Common Stock.

    


    BioChemics
      agrees that it will not exercise the Conversion Rights for a specified period
      of
      time. 

    


    The
      desirability of this agreement results from the Company’s August 2005 private
      financing with certain institutional investors. The Company is obligated to
      reserve a certain number of shares of Class A Common Stock under that certain
      Securities Purchase Agreement, dated as of August 12, 2005 (the “Purchase
      Agreement”) for issuance in connection with convertible notes and warrants that
      have been and may be issued to the investors under the Purchase Agreement.
      The
      agreement of BioChemics hereunder is for the purpose of inducing the investors
      to acknowledge that the Company has satisfied the requirements of Section 4.5(a)
      of the Purchase Agreement relating to the availability of sufficient authorized
      shares of Class A Common Stock for issuance under the Purchase Agreement. This
      acknowledgement, if given, would preclude the investors from taking certain
      actions under Section 4.5(c) of the Purchase Agreement including, in the case
      of
      a breach of Section 4.5(a) of the Purchase Agreement, the imposition of a
      substantial monetary penalty.

    


    Because
      it holds a substantial ownership interest in the Company, BioChemics
      acknowledges that it would receive significant direct and indirect benefits
      if
      the investors were to acknowledge that the Company has satisfied the
      requirements of Section 4.5(a) of the Purchase Agreement relating to the
      availability of sufficient authorized shares of Class A Common Stock for
      issuance under the Purchase Agreement.

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
 

    1. Based
      upon the foregoing, and other good and valuable consideration, the receipt
      and
      sufficiency of which are hereby acknowledged, BioChemics hereby agrees, subject
      to paragraph 2 below, not to exercise the Conversion Rights commencing on the
      date of this agreement and terminating upon the effectiveness of an amendment
      to
      the Certificate of Incorporation increasing the authorized shares of Class
      A
      Common Stock by 20,000,000 shares to 60,000,000 shares. 

    


    2.
      If the
      described amendment to the Certificate of Incorporation does not become
      effective by December 31, 2005, this agreement will automatically terminate
      at
      5:00 p.m. on December 31, 2005, without any further action by or obligation
      of
      BioChemics.

    


    IN
      WITNESS WHEREOF, the undersigned has executed this Standstill Agreement as
      of
      October 13, 2005.

    


    


    
      	 	
              BIOCHEMICS,
                INC.

            
	 	 
	 	 
	 	
              By:
                /s/
                John J. Masiz

            
	 	
              John
                J. Masiz, President 

            


    

    


    Accepted
      and Acknowledged:

    


    VASO
      ACTIVE PHARMACEUTICALS, INC.

    


    


    By:
      /s/
      Joseph Frattaroli

    Joseph
      Frattaroli, President