CONSULTING AGREEMENT

Exhibit 10.6

CONSULTING AGREEMENT

     This agreement dated this 1st day of July, 2008 (the “ Effective Date ”), is executed by and between MiddleBrook Pharmaceuticals, Inc., a Delaware corporation (the “ Company ”), located at 20425 Seneca Meadows Parkway, Germantown, MD 20876, and Dave Becker (the “ Consultant ”), located in Denton County, Texas (the “ Agreement ”).

     WHEREAS, Equity Group Investments, LLC (“ EGI ”) and the Company have entered into a Securities Purchase Agreement of even date herewith (the “ Purchase Agreement ”) pursuant to which the parties thereto have agreed, upon the terms and subject to the conditions set forth therein, that the Company will sell to EGI (i) 30,303,030 shares of the authorized but unissued shares of common stock, $0.01 par value per share, of the Company (the “ Common Stock ”) and (ii) a warrant to purchase an aggregate of 12,121,212 shares of Common Stock (such transaction known as the “ Transaction ”);

     WHEREAS, the Consultant and the Company have entered into an employment agreement (the “ Employment Agreement ”) of even date herewith contingent upon the Closing (as defined in the Purchase Agreement) of the Transaction, and effective as of the Closing Date (as defined in the Purchase Agreement) of the Transaction (such effective date of the Employment Agreement referred to herein as the “ Commencement Date ”);

     WHEREAS, the Company desires to obtain consulting services from Consultant commencing on the Effective Date, which the parties intend to be provided pursuant to such terms and conditions as are set forth in this Agreement; and

     WHEREAS, based on the nature of the relationship that the parties intend to establish, the Company hereby engages the Consultant as an independent contractor and the Consultant shall hereby provide consulting services on the terms and conditions provided and described in this Agreement.

     NOW, THEREFORE, in consideration of the mutual promises and covenants of the parties as herein contained, the parties hereto agree and contract as follows:

1)

The term of this Agreement (the “ Term ”) shall commence on the Effective Date and shall automatically terminate immediately and become null and void upon the earlier to occur of (i) the Commencement Date, (ii) the termination of the Purchase Agreement pursuant to Section 7 thereof, (iii) the Consultant’s cessation of services to the Company provided hereunder, or (iv) a termination of this Agreement pursuant to Paragraph 11.

2)

Commencing on the Effective Date, the Consultant shall provide such consulting services with respect to the business of the Company as the Company reasonably requests. The consulting services that may be requested of Consultant shall be of a nature that reflects and is consistent with Consultant’s skills, experience, expertise and services. The Consultant

shall perform such services in a thorough, efficient, and workmanlike manner, promptly and with due diligence and care, and in accordance with that standard of care and skill ordinarily exercised by members of the profession performing similar services. In addition, Consultant shall comply with all applicable federal, state and local statutes, ordinances and regulations in the course of performing such objectives.

3)

Consistent with the parties’ intent that the relationship created by this Agreement be that of service recipient and independent contractor, Consultant shall retain the exclusive right to control and direct all details of the services that Consultant performs hereunder, including where, when and how the services are to be performed. Consultant’s failure to accomplish the services by the applicable deadline, however, shall constitute a material breach of this Agreement, unless the Company agrees to an extended deadline.

4)

During the Term, Consultant shall not be eligible to participate in any benefit programs that the Company now or hereafter maintains for its employees with respect to services performed hereunder, and Consultant hereby waives any such right to participate in the programs. This waiver of any right to participate in Company-sponsored employee benefit programs represents a material component of the terms of compensation agreed to by these parties and is not in any way conditioned on any representation or assumption concerning status of Consultant with respect to the Company as an employee or independent contractor.

5)

For all purposes, including but not limited to the Federal Insurance Contributions Act, the Social Security Act, the Federal Unemployment Tax Act, income tax withholding and any and all other federal, state and local laws, rules and regulations, Consultant shall be treated as an independent contractor and not as an employee with respect to the Company.

6)

Consultant acknowledges and agrees that Consultant shall be responsible (as a self-employed individual) for filing all tax returns, tax declarations and tax schedules, and for the payment of all taxes required, when due, with respect to any and all compensation earned by Consultant under this Agreement. The Company will neither pay nor withhold any employment taxes with respect to the compensation it pays Consultant. Rather, the Company will report the amounts it pays Consultant on IRS Forms 1099, to the extent required to do so under applicable Internal Revenue Code provisions.

7)

Consultant’s fees for services provided under this Agreement shall annually be Four Hundred Thousand USD ($400,000) pro-rated and paid on a monthly basis for the full and partial months during the Term, plus reasonable expenses as approved in accordance with Company policies. The Company will not reimburse Consultant for any other expenses incurred in connection with the performance of services hereunder unless otherwise agreed by the Company. For purposes of satisfying Section 409A of the Internal Revenue Code of 1986, as amended, the parties agree that any amount reimbursed hereunder for one calendar year shall not affect the amounts reimbursed for other calendar years, and all reimbursement payments, if any, shall in all events be made no later than the end of the calendar year following the calendar year in which the applicable expense is incurred.

8)

The Consultant reserves the right to, and intends to, perform services for others, so long as the performance of such services does not interfere with the performance of services hereunder.

9)

The Consultant recognizes and acknowledges that the Proprietary Information (as hereinafter defined) is a valuable, special and unique asset of the Company. As a result, both during the Term and thereafter, the Consultant shall not, without the prior written consent of the Company, for any reason either directly or indirectly divulge to any third-party or use for his own benefit, or for any purpose other than the exclusive benefit of the Company, any confidential, proprietary, business and technical information or trade secrets of the Company or of any subsidiary or affiliate of the Company (the “ Proprietary Information ”) revealed, obtained or developed during the Term of the Agreement. Proprietary Information shall include any confidential or proprietary information or trade secrets relating to any patents or other intellectual property assigned by the Consultant to the Company. Proprietary Information also shall include, but shall not be limited to the intangible personal property described in Paragraph 10 hereof and, in addition, technical information, including research design, results, techniques and processes; apparatus and equipment design; comp