Commitment Letter for $10,000,000 Senior Secured Revolving Credit Facility between Monosol Rx, LLC and Lender Group

Very truly yours,

MONOLINE RX, L.P.

By:

BRATTON CAPITAL, INC.,

its General Partner

By:

/s/ John Cochran

Name:

John Cochran

Title:

V.P.

MONOLINE RX II, L.P.

By:

BRATTON CAPITAL, INC.,

its General Partner

By:

/s/ John Cochran

Name:

John Cochran

Title:

V.P.

Aggregate amount of commitment of MonoLine RX,

L.P., MonoLine RX II, L.P. and affiliated entities:

         $8,327,000

HALIFAX MONOSOL INVESTORS, L.P.

By:

HALIFAX GENPAR MONOSOL, LLC,

its General Partner

By:

/s/ A. Judson Hill

Name:

A. Judson Hill

Title:

Managing Director

Amount of commitment:             $1,673,000

ACCEPTED AND AGREED TO ON

AUGUST 24, 2007:

MONOSOL RX, LLC

By:

MONOSOL RX GENPAR, L.P., its Manager

By:

BRATTON CAPITAL, INC., its General Partner

By:

/s/ John Cochran

Name:

John Cochran

Title:

V.P.

BORROWER:

Monosol Rx, LLC, a Delaware limited liability company (the “Borrower”)

LENDERS:

MonoLine RX, L.P., MonoLine RX II, L.P. and Halifax Monosol Investors, L.P., or their respective appointed affiliates (collectively, the “Lenders”)

FACILITY:

A $10,000,000 revolving credit facility (the “Facility”).  Subject to the limitations described in this term sheet, revolving credit loans may be repaid and reborrowed.

AVAILABILITY OF LOANS:

Loans under the Facility shall be available until the earlier of (i) the Maturity Date (as defined below) and (ii) the date that the board of directors of Monosol Rx, Inc. determines that Monosol Rx, Inc. will not further pursue its currently proposed initial public offering.

MATURITY DATE:

All amounts outstanding under the Facility shall be due and payable in full on the earliest of (i) the fifth business day after the completion of Monosol Rx, Inc.’s currently proposed initial public offering; (ii) the fifth business day after the completion of any private equity financing of the Borrower in lieu of Monosol Rx, Inc.’s currently proposed initial public offering, and (iii) 360 days after the date of the Borrower’s acceptance of the Commitment Letter to which this term sheet is attached (the “Maturity Date”).

PURPOSE:

The Facility shall be used (i) for the Borrower’s general company purposes, including, without limitation, working capital and capital expenditures in the ordinary course of business, and (ii) to pay the Borrower’s fees and expenses related to the Facility.

SECURITY:

The Lenders shall receive first priority perfected security interest in all assets, tangible and intangible, of the Borrower (the “Collateral”).  All such security interests shall be created on terms, and pursuant to customary documentation satisfactory to the Lenders and none of the Collateral shall be subject to any other security interests except as permitted in writing by the Lenders.

INTEREST RATE:

For each loan, the LIBOR Rate plus 400 basis points.  The LIBOR Rate shall mean the rate per annum appearing on Reuters Screen LIBOR 01 Page (or any successor or substitute page of such service, or any successor for such service), at approximately 11:00 a.m. London time two business days before making the applicable loan, offered for U.S. dollar deposits with a maturity comparable to that of the applicable loan.  LIBOR Rate and all fees shall be calculated on a 360-day basis.

INTEREST
PAYMENTS:

Interest on loans will be due and payable on the Maturity Date.

COMMITMENT
FEE:

The Borrower shall pay a total commitment fee of 75 basis points with 50% payable at the time of the Borrower’s acceptance of the Commitment Letter, and the remaining 50% payable on the Maturity Date.  The commitment fee shall be allocated between the Lenders in accordance with the amounts of their commitments.

LOANS UNDER
THE
CREDIT
FACILITY:

Borrowings may be requested upon ten (10) business days’ notice.  Notice must be given to each Lender by 1:00 p.m. Eastern time, on the day on which the notice is required.

REPAYMENT:

The Facility shall be repaid in full, including any unpaid interest, on the Maturity Date.

OPTIONAL
PREPAYMENTS:

Loans may be prepaid before the Maturity Date at any time without penalty.  Any such prepayment shall not reduce the amount of the Facility.

CONDITIONS
PRECEDENT TO
CLOSING:

1.The negotiation, execution and delivery of definitive credit documentation for the Facility in form and substance satisfactory to the Lenders.

2.All governmental and other third-party consents and approvals necessary in connection with the Facility shall have been obtained and remain in effect.

3.No change, occurrence or development that would reasonably be expected to have a material adverse effect on the business, assets, liabilities, operations, condition (financial or otherwise) or prospects of the Borrower shall have occurred or become known to the Lenders.

5.The Lenders shall have received payment of the commitment fees that are due and payable at or before the closing date of the Facility.

CONDITIONS
PRECEDENT TO
ALL
BORROWINGS:

Customary for facilities of this nature, including, but not limited to, company existence; company and governmental authorization; financial information; no material adverse changes; compliance with laws and agreements; title to assets; material contracts; no material litigation; payment of taxes; financial condition; and full disclosure.

AFFIRMATIVE
COVENANTS:

Customary for facilities of this nature, including, but not limited to, receipt of financial information; notification of litigation (with a materiality threshold to be determined), investigations and other adverse changes; payment and performance of obligations; conduct of business; maintenance of existence; maintenance of property and insurance (including hazard and business interruption coverage); maintenance of records and accounts; inspection of property and books and records; compliance with laws; and payment of taxes.

NEGATIVE
COVENANTS:

Customary for facilities of this nature, including, but not limited to, restrictions and limitations on: indebtedness (except for unsecured debt; liens; guaranty obligations; material changes in business; mergers (other than the proposed merger of the Borrower with and into Monosol Rx, Inc.); sales of assets outside of the ordinary course of business; acquisitions of businesses; loans and investments; transactions with affiliates; and prepayments of or material amendments to indebtedness (including, without limitation, repayment of any subordinated debt).

EVENTS OF
DEFAULT:

Customary for facilities of this nature, including, but not limited to, failure to pay any interest, principal or fees under the Facility when due; failure to perform any covenant or agreement; representations or warranties being inaccurate or false when made; invalidity of any security interest in favor of the Lenders; insolvency or bankruptcy; judgment defaults; and change in control.

ASSIGNMENTS
AND
PARTICIPATIONS:

Lenders will not be permitted to make assignments or participations without the consent of the Borrower.

WAIVERS AND
AMENDMENTS:

Amendments and waivers of the provisions of the definitive credit documentation will require the approval of the Required Lenders, except that the consent of all the Lenders affected thereby shall be required with respect to (i) increases in commitments, (ii) reductions of principal, interest or fees, (iii) extensions of scheduled maturities or times for payment, and (iv) releases of all or substantially all of the value of the Collateral. “Required Lenders” means, on any date of determination, those Lenders who collectively hold more than 50% of the Facility, or if the Facility has been terminated, those Lenders who collectively hold more than 50% of the aggregate outstandings.

WAIVER OF JURY
TRIAL,
GOVERNING LAW:

Waiver of jury trial, submission to jurisdiction in New York, New York and mandatory binding arbitration in New York, New York; New York law (without reference to choice of law provisions) to govern.

MISCELLANEOUS:

This summary of terms and conditions does not purport to summarize all the conditions, covenants, representations, warranties and other provisions that would be contained in definitive credit documentation for the Facility.