Settlement Agreement

•         On or about August 4, 2007, Senetek and Triax entered into the License Agreement relating to a compound developed by Senetek known as Pyratine 6 (the “Product”).

•         Certain disputes have arisen under the License Agreement.

•         The parties desire to settle any and all disputes that have arisen between them, including without limitation with respect to the License Agreement, and to terminate the License Agreement on the terms and conditions below.

•          Termination of Agreement . The License Agreement shall be automatically terminated without further action on the part of any of the parties when (i) this Settlement Agreement has been executed by all parties, (ii) the letter agreement between Triax and Senetek has been executed and delivered by each party (iii) the Agreement between Senetek and a certain Triax related entity has been executed and delivered by each party (iv) Senetek has received a letter of indemnification from a certain Triax related party, (v) all other related

agreements have been executed and delivered, (vi) Triax has provided to Senetek all of the materials required under “Additional Triax Responsibilities” below and Senetek has provided written confirmation to Triax regarding its satisfaction with such materials, and (vii) Senetek has received the payments provided for under “Consideration” and under the first sentence of “Accounts Receivable” below. The date on which all of these conditions shall have been satisfied is referred to as the “Termination Date”.

•          No Further Obligations . Except as set forth in this Settlement Agreement, as of the Termination Date the parties hereto shall have no further rights and obligations with respect to the License Agreement and the License Agreement shall terminate and be of no further force or effect.

•          Consideration . On or before the Termination Date, Triax shall pay to Senetek, by wire transfer in immediately available funds to an account designated in writing by Senetek, the sum of $975,000 (the “Settlement Sum”) in full and final settlement of all claims against Triax, certain Triax related entities and their members, officers, directors, managers and other related parties related to any disputes, claims or causes of action, whether known or unknown, arising under the License Agreement, other than any such claims as may arise in relation to the performance of the parties’ respective obligations under this Settlement Agreement.

•          Termination of License . On the Termination Date, all licenses under the Intellectual Property (as defined in the License Agreement) granted to Triax pursuant to the License Agreement shall terminate and all rights under each such license shall revert to Senetek.

•          Return of Inventory; Promotional Materials; Confidential Data; Non-Use of Formulations . Triax shall promptly provide Senetek a Product Inventory count and all remaining Product Inventory in possession of Triax shall be transferred to Senetek within 7 business days following the Termination Date. Triax shall return all unused promotional materials in its possession directly to Senetek at the address set forth in the recitals above within 7 business days following the Termination Date. Senetek shall be responsible for all documented direct costs incurred in connection with the transfer and/or return of the Product Inventory and promotional materials and shall either pay directly or reimburse Triax for such costs within 7 business days following receipt of an invoice for same, Triax shall use commercially reasonable efforts to obtain the return of all Product Inventory (excepting the 2,036 units to be destroyed at an official reclamation center as provided under “Additional Triax Responsibilities” below) and promotional materials relating to the Product held by sales personnel presently or formerly employed or retained by Triax (“Sales Personnel”), such commercially reasonable efforts to include but not be limited to Triax conditioning payment of any severance or like payments to discharged Sales Personnel to the return of all such Product Inventory and Promotional Materials to Senetek. Triax shall also return to Senetek of all confidential data provided to Triax by or on behalf of Senetek including, but not limited, to clinical studies, profilometry data, assay methods, assays, patent

applications, before and after photos and product formulations; provided however that Triax may retain one (1) copy of such confidential data for archival purposes and to ensure compliance with this Agreement. Triax hereby acknowledges and agrees that it may not use or employ (and will not use or employ after the date of this Settlement Agreement) the specific formulations (not generally available to the public) for any non prescription or non-monograph OTC creams or lotion that were provided by Senetek or provided by Allure Cosmetics on behalf of Senetek.

•          Trade Accounts . Within 7 business days following the Termination Date, Triax shall provide Senetek with a list of all trade accounts to which sales of Product were made prior to the Termination Date, which list shall include all such identifying information (i.e., account name, address, phone, fax, email, contact individual etc.) as Triax may have in its possession or that it may reasonably obtain without undue effort or expense. Triax will also use commercially reasonable efforts to obtain and to provide to Senetek within such 7 business day period all other trade account information in the possession of Triax or any current or discharged Sales Personnel, including without limitation any call cards or similar materials or lists detailing visits or other communications with physicians or other potential customers for Pyratine 6.

•          Additional Triax Responsibilities . Triax shall provide to Senetek each of the following: (i) a copy of the purchase orders for Pyratine-6; (ii) the shipping documents for all of the “sample” units; (iii) a statement from Rx Crossroads that no product was shipped outside of the

US; (iv) a breakdown by sales representative of “sample” units returned to Rx CrossRoads and (v) written confirmation by Stericyle, the Reclamation Center utilized by Rx CrossRoads) that the 2,036 units being returned by Sales Personnel are destroyed. As of the date hereof, Senetek acknowledges having received the documents from Triax set forth in clause (i) and (ii) and a statement from Rx Crossroads as provided in clause (iii) above and acknowledges that the conditions expressed in clauses (i), (ii) and (iii) have been satisfied. Triax hereby represents and warrants to Senetek that the purchase orders, bills of lading and shipping documents that have been provided to Senetek as of the date hereof represent all of such documents as were in Triax’s possession or control that could be located after due inquiry by Triax.

•          Triax Labeled Product . Senetek is hereby granted a non- exclusive royalty free license (without the right to sublicense) for twelve (12) months from the Termination Date to use the Triax Aesthetics name, logo and design solely in connection with the sale and marketing of the Product in the Territory (as defined in the License Agreement). (the “License Period”).

•          Additional Representations and Warranties . Triax hereby represents and warrants to Senetek that neither Triax nor any of its affiliates, officers, directors, employees or agents (“Triax Related Parties”) have transferred, distributed or otherwise made available to any person any “Senetek Confidential Information” (as such term is defined in the License Agreement) in violation of the terms of the License Agreement,

including by way of example and not limitation, Section 5.1 thereof. In furtherance (and not in limitation) of the foregoing representation, Triax hereby represents and warrants that neither Triax, nor any Triax Related Party have transferred, distributed or otherwise made available Senetek Confidential Information (including, by way of example and not limitation, any test data (except what has been published and made publicly available) or any product formulation information) in violation of the License Agreement to Obagi Medical Products (or any of its affiliates, officers, directors, employees or agents) (collectively “Obagi”) and that deliveries to Obagi by or on behalf of Triax or any Triax Related Party relating to, or in connection with Pyratine-6 or the Product were limited to the delivery to Obagi of Product, as follows - 24 units of creme and 24 units of lotion delivered on or about February 13, 2008. Triax further represents and warrants to Senetek that neither Triax nor any Triax Related Party dispatched or conducted any correspondence (whether in physical or electronic form) to or with Obagi regarding Pyrantine-6 or the Product, it being understood that Triax and/or Triax Related parties had correspondence rela