Auriga Laboratories, Inc.
2029 Century Park East, Suite 1130
Los Angeles, CA 90067

February 1, 2007

Mr. Trevor Pokorney
1204 Oakwood Blvd
Round Rock, TX  78681

Dear Trevor:

        It is with great pleasure that I welcome you (“You” or “Director”) to the Board of Directors (“Board”) of Auriga Laboratories, Inc. (“Auriga” or the “Company”) effective March 1, 2007. This letter agreement contains the terms and conditions of your directorship.

    1.        Term.

        (a)        This Agreement shall continue for a period of one (1) year from the Effective Date and shall continue thereafter for as long as Director is elected to the Board of Directors of Company.

        (b)        Notwithstanding the foregoing and provided that Director has not resigned, Company agrees to use its best efforts to re-elect Director to the Board.

    2.        Position and Responsibilities.

        (a)        Position. Company hereby retains Director to serve as a member of the Board of Directors and as a member of the Board’s Audit and Compensation Committees. Director shall perform such duties and responsibilities as are normally related to such positions in accordance with Company’s bylaws, the Audit and Compensation Committees’ charters and applicable law, including those services described on Exhibit A (the “Services”), and Director hereby agrees to use his best efforts to provide the Services. Director shall not allow any other person or entity to perform any of the Services for or instead of Director. Director shall comply with the statutes, rules, regulations and orders of any governmental or quasi-governmental authority, which are applicable to the performance of the Services, and Company’s rules, regulations, and practices as they may from time-to-time be adopted or modified.

        (b)        Other Activities. Director may be employed by another company, may serve on other Boards of Directors or Advisory Boards, and may engage in any other business activity (whether or not pursued for pecuniary advantage), as long as such outside activities do not violate Director’s obligations under this Agreement or Director’s fiduciary obligations to the shareholders. Director represents that, to the best of his knowledge, Director has no outstanding agreement or obligation that is in conflict with any of the provisions of this Agreement, and Director agrees to use his best efforts to avoid or minimize any such conflict and agrees not to enter into any agreement or obligation that could create such a conflict, without the approval of the Chief Executive Officer or a majority of the Board of Directors. If, at any time, Director is required to make any disclosure or take any action that may conflict with any of the provisions of this Agreement, Director will promptly notify the Chief Executive Officer or the Board of such obligation, prior to making such disclosure or taking such action.

        (c)        No Conflict. Director will not engage in any activity that creates an actual conflict of interest with Company, regardless of whether such activity is prohibited by Company’s conflict of interest guidelines or this Agreement, and Director agrees to notify the Board of Directors before engaging in any activity that creates a potential conflict of interest with Company. Specifically, Director shall not engage in any activity that is in direct competition with the Company or serve in any capacity (including, but not limited to, as an employee, consultant, advisor or director) in any company or entity that competes directly with the Company, as reasonably determined by a majority of the Board.

    3.        Compensation and Benefits.

 &n