EMPLOYMENT AGREEMENT

This Employment Agreement (the “ Agreement ”), is made as of August 19, 2009, effective as of July 15, 2009 by and between THE QUIGLEY CORPORATION , a corporation organized under the laws of the State of Delaware (the “ Company ”), and ROBERT V. CUDDIHY  (“ Executive ”).

WHEREAS , the Company and Executive desire to provide for the employment of the Executive as the Chief Operating Officer of the Company, to engage in such activities and to render such services under the terms and conditions hereof;

WHEREAS , the Company appointed the Executive as Chief Operating Officer on July 15, 2009, and has authorized and approved the execution of this Agreement, and Executive desires to be employed by the Company under the terms and conditions hereinafter provided; and

WHEREAS , this Agreement constitutes the entire understanding and agreement between the Company and Executive regarding its subject matter and supersedes all prior or contemporaneous negotiations and agreements, whether oral or written, between them with respect to such subject matter.

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

1.   Effective Date, Appointment, Title and Duties .  The effective date of this Agreement is July 15, 2009 (“ Effective Date ”).  As of the Effective Date, the Company employs Executive to serve as its Chief Operating Officer.  In such capacity, Executive shall report to the Chief Executive Officer, and shall have such duties, powers and responsibilities as are customarily assigned to a Chief Operating Officer of a publicly held corporation, but shall also be responsible to the Board of Directors and to any committee thereof.  In addition, Executive shall have such other duties and responsibilities as the Chief Executive Officer and/or the Board of Directors may reasonably assign him, with his consent, including serving with the consent or at the request of the Board of Directors as an officer or on the board of directors of affiliated corporations, provided that such duties are commensurate with and customary for a senior executive officer bearing Executive’s experience, qualifications, title and position.

2.   Term of Agreement .  The term of the Executive’s employment under this Agreement shall commence on the Effective Date and shall terminate on July 15, 2012.

3.   Acceptance of Position .  Executive accepts the position of Chief Operating Officer, and agrees that during the term of this Agreement he will faithfully perform his duties and, except as expressly approved by the Board of Directors, will devote substantially all of his business time to the business and affairs of the Company, and will not engage, for his own account or for the account of any other person or entity, in a business which directly competes with the Company.  It is acknowledged and agreed that Executive may serve as an officer and/or director of companies in which the Company owns voting or non-voting stock.  In addition, it is acknowledged and agreed that Executive may, from time to time, serve as a member of the board of directors of other companies, in which event the Board of Directors of the Company must expressly approve such service pursuant to a Board resolution maintained in the Company’s minute books.  Any compensation or remuneration which Executive receives in consideration of his service on the board of directors of other companies shall be the sole and exclusive property of Executive, and the Company shall have no right or entitlement at any time to any such compensation or remuneration.

4.   Salary and Benefits .  During the term of this Agreement:

(a)   The Company shall pay to Executive a base salary at an annual rate of not less than Two Hundred Seven Five Thousand Dollars ($275,000) per annum (“ Base Salary ”), paid in approximately equal installments at intervals based on any reasonable Company policy.  The Company agrees from time to time to consider increases in such base salary in the discretion of the Board of Directors.  Any increase, once granted, shall automatically amend this Agreement to provide that thereafter Executive’s base salary shall not be less than the annual amount to which such base salary has been increased.

(b)   During the term hereof, Executive shall be eligible to participate in all health, retirement, Company-paid insurance, sick leave, vacation, disability, expense reimbursement and other benefit programs which the Company or its subsidiaries makes available to any of its senior executives.

(c)   In addition to the Base Salary, Executive shall be granted an amount of shares of common stock of the Company that is equal to $50,000 per year.  The shares to be granted under this Section 4(c) shall be granted quarterly during the term of this Agreement (on the basis of a value of $12,500 of shares per quarter) in arrears, promptly following the close of each quarter.  The value of the shares shall be calculated based on the average closing price of the Company’s shares for the first five (5) trading days of the quarter in which the shares are earned.

(d)   Executive may be awarded an annual bonus (in cash or stock of the Company) in the sole discretion of the Board of Directors.  Executive also shall be eligible to participate in any Company incentive stock, option or bonus plan offered by the Company to its senior executives, subject to the terms thereof and at the sole discretion of the Board of Directors.

5.   Certain Terms Defined .  For purposes of this Agreement:

(a)   Executive shall be deemed to be “disabled” if a physical or mental condition shall occur and persist which, in the written opinion of a licensed physician selected by the Board of Directors in good faith, has rendered Executive unable to perform the duties set forth in Section 1 hereof for a period of sixty (60) days or more and, in the written opinion of such physician, the condition will continue for an indefinite period of time, rendering Executive unable to return to his duties.

(b)   A termination of Executive’s employment by the Company shall be deemed for “Cause” if, and only if, it is based upon (i) conviction of a felony by a federal or state court of competent jurisdiction; (ii) material disloyalty to the Company such as embezzlement, misappropriation of corporate assets or, except as permitted pursuant to Section 3 of this Agreement, breach of Executive’s agreement not to engage in business for another enterprise of the type engaged in by the Company; or (iii) the engaging in unethical or illegal behavior which is of a public nature, brings the Company into disrepute, and result in material damage to the Company.  The Company shall have the right to suspend Executive with pay, for a reasonable period to investigate allegations of conduct which, if proven, would establish a right to terminate this Agreement for Cause, or to permit a felony charge to be tried.  Immediately upon the conclusion of such temporary period, unless Cause to terminate this Agreement has been established, Executive shall be restored to all duties and responsibilities as if such suspension had never occurred.

(c)   A resignation by Executive shall not be deemed to be voluntary and shall be deemed to be a resignation with “Good Reason” if it is based upon (i) a diminution in Executive’s title, duties, or salary; (ii) a material reduction in benefits; (iii) a direction by the Board of Directors that Executive report to any person or group other than the Board of Directors, or (iv) a geographic relocation of Executive’s place of work a distance for more than sixty (60) miles from the Company’s offices located in Doylestown, Pennsylvania.

(d)   “Affiliate” means with respect to any Person, a Person who, directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control, with the Person specified.

(e)   “Base Salary” means, as of any date of termination of employment, the highest base salary of Executive in the then current fiscal year or in any of the last four fiscal years immediately preceding such date of termination of employment.

(f)   “Beneficial Owner” shall have the meaning given to such term in Rule 13d-3 under the Exchange Act.

(g)   A “Change in Control” occurs if:

(i)   Any Person or related group of Persons (other than Executive and his Related Persons, the Company or a Person that directly or indirectly controls, is controlled by, or is under common control with, the Company) is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing 30% or more of the combined voting power of the Company’s then outstanding securities;

(ii)   The stockholders of the Company approve a merger or consolidation of the Company with any other corporation (or other entity), other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 66-2/3% of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation; provided, however , that a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no Person acquires 30% or more of the combined voting power of the Company’s then outstanding securities shall not constitute a Change in Control;

(iii)   The Stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of a