AGREEMENT

EXHIBIT 10.32

AGREEMENT

This agreement (the “Agreement”) is made as of this 8 ^th day of March 2005, by and between GeoPharma, Inc. (“GeoPharma”), a Florida corporation, having offices at 6950 Bryan Dairy Road, Largo, Florida 33777 and Icon International, Inc. (“Icon”), a Connecticut corporation, having offices at 107 Elm Street/Four Stamford Plaza, Stamford, CT 06902.

In consideration of good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending legally and equitably to be bound, hereby agree as follows:

1. Creation of Trade Credits: Purchase Price

1.1 On the date hereof, GeoPharma hereby sells and transfers title to Icon and Icon hereby purchases and accepts title to the products set forth in Exhibit 1.1 (the “Products”) as is and with no recourse or right of return.

1.2 As full consideration for the Products Icon hereby creates in its books in favor of GeoPharma $1,269,350.00 in Straight Trade Credits more fully described below and in Exhibit 1.2 hereto. GeoPharma acknowledges that it is only entitled to said Straight Trade Credits and in no event shall GeoPharma be entitled to cash from Icon.

2. GeoPharma shall ship the Products insurance and freight prepaid at its expense to such designees as Icon shall hereafter advise from time to time, it being understood that Icon may direct such shipments to any person or company anywhere in the continental United States and Icon warrants that any and all shipments that are a subject to this agreement must be completed within thirty (30) days of signing this agreement. (If shipment is requested by Icon outside the continental United States, Icon will pay the cost of shipment from port of exit). Icon’s rights of resale or distribution shall be unrestricted and require no approval by GeoPharma prior to sale. Icon releases GeoPharma from any liability for any and all product returns in the future. Upon execution of this Agreement, the Products shall be segregated and marked in Icon’s name and shall be stored and fully insured by GeoPharma for Icon’s benefit at no expense to Icon. Icon shall contact Carol Dore-Falcone of GeoPharma for all inquiries regarding the Products.

3. GeoPharma shall defend, indemnify and hold Icon harmless from and against any product liability claims made against Icon with respect to any of the Products provided that GeoPharma is given prompt written notice of the assertion of any such claim. GeoPharma will deliver a certificate of Product Liability Insurance naming Icon and its designees as additional insureds. Notwithstanding that Icon owns the Products, GeoPharma agrees to maintain all risks insurance until delivery (FOB-destination) to Icon’s designees and agrees to name Icon as insured parties for the value of this Agreement.

4. This Agreement does not in any way create the relationship of principal and agent between GeoPharma and Icon. Icon shall not act or attempt to act, or represent itself directly or by implication, as agent of GeoPharma or in any manner assume or create, or attempt to assume or create, any obligation on behalf of or in the name of GeoPharma and will not make any representations, on behalf of or in the name of GeoPharma, with respect to the Products, except such as may be expressly authorized by GeoPharma in writing, or as set forth in literature prepared or authorized by GeoPharma.

5. Representations and Warranties

5.1 GeoPharma represents and warrants that: (i) it is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation; (ii) it has full power and authority to enter into and perform this Agreement in accordance with its terms; (iii) the execution, delivery and performance of this Agreement by GeoPharma have been duly authorized by all requisite corporate action of GeoPharma; (iv) this Agreement is a valid and binding obligation of GeoPharma, enforceable in accordance with its terms; and (v) it has transferred to Icon good and marketable title to the Products, free and clear of all claims, liens or encumbrances and subject only to the terms and conditions of this Agreement.

5.2 GeoPharma further represents and warrants that: (i) the Products are new, fully packaged as is customary, in merchantable condition, and carry its normal warranty in favor of the eventual purchasers or Icon’s designees at the time of shipment; (ii) the sale or distribution of the Products does not require qualification thereof or by Icon with any U.S. Federal, U.S. State or U.S. administrative agency or otherwise; and (iii) the Products comply with all with regulatory requirements of the United States concerning Product labeling and content; (iv) the Products are fit for human consumption and shall not be adulterated or misbranded within the meaning of the Federal Food, Drug and Cosmetic Act (the “Act”) as amended, or within the meaning of any applicable state or municipal laws in the U.S.A.; and (v) the Products shall not be articles that may not, under the Act or any other applicable law, statute or regulation, be introduced into U.S. interstate commerce. GeoPharma will furnish Icon without charge its inventory of catalog booklets, sheets and other sales promotional material that describes the Products.

5.3 Icon represents and warrants that: (i) it is a corporation duly organized, validly existing and in good standing under the laws of the state of Connecticut; (ii) it has full power and authority to enter into and perform this Agreement in accordance with its terms; (iii) the execution, delivery and performance of this Agreement by Icon have been duly authorized by all requisite corporate action of Icon; (iv) this Agreement is a valid and binding obligation of Icon, enforceable in accordance with its terms; and (v) the Straight Trade Credits that will be issued will be free and clear of all claims, liens, or encumbrances and subject only to the terms and conditions of this Agreement.

5.4 Icon further represents and warrants that: (i) Icon will not misrepresent directly or indirectly the availability of GeoPharma in warranty, post-warranty and maintenance service for the Products and Icon will cause its transferees to agree to the foregoing undertaking; and (ii) Icon will comply with applicable U.S. Export Control Administration regulations in connection with any resale of Products outside the United States.

6. Assignment

6.1 Icon may not assign its obligations under this Agreement without the prior approval of GeoPharma, which consent shall not be unreasonably withheld.

6.2 Subject to the following sentence, GeoPharma may assign all or any portion of the Straight Trade Credits acquired pursuant to this Agreement (i) to any controlled affiliate of GeoPharma without the consent of Icon, or (ii) with the prior written consent of Icon to any other party, which consent shall not be unreasonably withheld. Notwithstanding the foregoing sentence, Icon shall not be obligated to (i) redeem Straight Trade Credits in exchange for products or services that the holder of such Straight Trade Credits manufactures, provides or distributes, or (ii) consent to the assignment of Straight Trade Credits (a) to any proposed transferee that engages in a business that competes with Icon or any of its affiliates, or (b) to any party which Icon does not reasonably believe is a suitable holder of the credits or which will

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not execute an acknowledgment statement concerning the Straight Trade Credits requested by Icon. In the event of a permitted assignment hereunder to any third party other than a controlled affiliate of GeoPharma, GeoPharma shall pay a transfer fee in cash to Icon upon such transfer equal to fifteen percent (15%) of the face amount of the Straight Trade Credits so assigned.

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7. Miscellaneous

7.1 This Agreement contains a complete statement of all arrangements between the parties with respect to its subject matter, and cannot be changed or terminated orally. There are no representations, warranties, or arrangements other than those set forth within this Agreement or any Exhibit attached hereto.

7.2 All notices and other communications under this Agreement shall be in writing and shall be considered given when delivered by hand against receipt or mailed by registered mail, return receipt requested, to the parties at the following addresses (or at such other address as a party may designate by notice to the other).

7.3 This Agreement shall be governed by and construed in accordance with the laws of the state of Connecticut applicable to agreements made and to be performed in Connecticut. Any dispute or controversy arising under or in connection with this agreement shall be settled by arbitration to be held in the City of Stamford in accordance with the rules of the American Arbitration Association then in effect. Judgment may be entered on the arbitrator’s award in any court having jurisdiction, and the parties consent to the jurisdiction of the Connecticut courts for this purpose. The Arbitration shall interpret the Agreement as drafted, and only in the event of silence, look to the laws of Connecticut.

7.4 The provisions set forth in any Exhibit hereto or other attachment to this Agreement are hereby incorporated herein as if fully set forth herein and to the extent of any conflict between the provisions of this Agreement and any Exhibit or attachment her