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Administrative Services Agreement - VASO ACTIVE PHARMACEUTICALS INC - 3-26-2004

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					                                                  EXHIBIT 10.8

                              ADMINISTRATIVE SERVICES AGREEMENT

THIS ADMINISTRATIVE SERVICES AGREEMENT (this "Agreement") made as of the 1ST day of August,
2003 (the "Effective Date") by and between BIOCHEMICS, INC., a corporation organized under the laws of
the State of Delaware, United States of America ("BioChemics"), and VASO ACTIVE
PHARMACEUTICALS, INC., a corporation organized under the laws of the State of Delaware, United States
of America ("VAP", together with BioChemics, the "Parties" and each individually a "Party").

WHEREAS BioChemics owns a 100 percent interest in VAP but otherwise deals with VAP with respect to all
matters on an arm's length basis;

AND WHEREAS the administrative resources that BioChemics uses in its business are similar to those that are
required by VAP for its business and BioChemics is willing to provide such administrative resources to VAP in
accordance with the terms and conditions of this Agreement;

AND WHEREAS the Parties wish to establish the principles which shall henceforth govern the provision by
BioChemics to VAP of the services referred to herein at a fair market value for the duration of the term of this
Agreement.

NOW, THEREFORE, THIS AGREEMENT WITNESSETH THAT, in consideration of the mutual covenants
contained herein, it is agreed by and between the Parties as follows:

                                                 ARTICLE I
                                              INTERPRETATION

1.1 Definitions. For the purposes of this Agreement or any notice, consent, request, authorization, permission,
direction or other communication required or permitted to be given hereunder, the following words and phrases
shall have the following meanings, respectively, unless the context otherwise requires:

(a) "Administrative Services" shall have the meaning ascribed thereto at Subsection 2.2.

(b) "Indemnified Party" shall have the meaning ascribed thereto at
Section 6.1.

(c) "Indemnifying Party" shall have the meaning ascribed thereto at
Section 6.1.

(d) "Person" means any individual, sole proprietorship, trust, estate, executor, legal representative,
unincorporated association, association, institution, corporation, company, partnership, limited liability company,
limited liability partnership, joint venture, government (whether national, Federal, state, county, city, municipal or
otherwise, including, without limitation, any instrumentality division, agency, body or department thereof) or other
entity.

(e) "subsidiary" of a Person means any other Person directly, or indirectly through one or more intermediaries,
controlling, controlled by or under common control with the first Person. As used in this definition of the term
"subsidiary", and elsewhere herein with respect to any affiliate of any Person, "control" (including the terms
"controlled by" and "under common control with") means the possession, directly or indirectly, of the power to
direct or cause the direction of the management policies of a Person, whether through the ownership of voting
securities, by voting trust, contract or similar arrangement, as trustee or executor, or otherwise.

(f) "Services Fee" shall have the meaning ascribed thereto at Section 4.1.

1.2 Gender. Any reference in this Agreement to any gender shall include both genders and the neuter and words
used herein imparting the singular number only shall include the plural and vice-versa.
1.3 Headings. The division of this Agreement into Articles, Sections, Subsections and other subdivisions and the
insertion of headings are for convenience of reference only and shall not affect or be utilized in the construction or
interpretation hereof.

                                              ARTICLE II
                                       ADMINISTRATIVE SERVICES

2.1 Administrative Services. During the term of this Agreement, BioChemics, whether directly or indirectly, shall
provide to VAP, either through BioChemics personnel or through qualified personnel hired by BioChemics, all
Administrative Services
reasonably required or requested by VAP which are of a type normally used by BioChemics in respect of its own
business and in a manner and at a level of service consistent with the same services utilized by BioChemics, in
order to support, advise and assist in the operations and business affairs of VAP as they may evolve from time to
time over the term of this Agreement.

2.2 Description of Administrative Services. Upon and subject to the terms of
Section 2.1, BioChemics shall provide to VAP, at VAP's reasonable request, administrative support services
including, but not limited to (i) secretarial support services, (ii) accounting and tax services; (iii) data processing
services; (iv) the provision of utilities; (v) the provision and maintenance of designated office space; (vi) the
provision of designated warehouse and storage space; (vii) the provision of office supplies; (viii) telephone and
computer services and equipment; and (ix) such other office and corporate support services as may be
reasonably required by VAP from time to time (each an "Administrative Service" and collectively, the
"Administrative Services").

                                                ARTICLE III
                                           PROVISION OF SERVICES

3.1 Representations, Warranties and Covenants of BioChemics. BioChemics represents, warrants and covenants
to and in favor of VAP that it shall use the same degree of care and skill in the provision of the Administrative
Services to VAP as BioChemics uses in providing similar services to itself. Except as aforesaid, BioChemics
makes no other representation, warranty or covenant, express or implied, statutory or otherwise, as to the
quality, scope or availability of any of the Administrative Services.

                                                    ARTICLE IV
                                                      FEES

4.1 Services Fee. As consideration for BioChemics performing and providing the Administrative Services in
accordance with this Agreement, VAP shall pay to BioChemics a fee equal to BioChemics' fully loaded costs
(i.e. including incidental costs) of the Administrative Services provided by BioChemics during a given period, plus
a 10% administration fee (the "Services Fee"). Where applicable, the fee associated with a particular
Administrative Service shall be calculated on a pro-rated basis, based on the actual portion of such service used
by VAP during a given period. The Services Fee shall be paid in full within thirty (30) days of receipt of an
invoice from BioChemics. Both Parties agree and acknowledge that the Monthly Fee is a fair and reasonable fee
for the provision of the Administrative Services by BioChemics under this Agreement.

                                                ARTICLE V
                                          TERM AND TERMINATION

5.1 Term. This Agreement shall become effective on the Effective Date and, except as otherwise provided herein,
shall be in effect for an initial term of five (5) years (the "Initial Term") and shall be automatically renewed on each
anniversary date hereof for an additional period of twelve (12) months so long as this Agreement has not been
terminated as permitted herein.

5.2. Termination by BioChemics. BioChemics may terminate this Agreement for a material breach by VAP
(including, but not limited to non-payment of Monthly Fees) by giving VAP written notice specifying the breach
relied on and giving VAP three (3) months to cure such breach. If the default has not been cured at the end of
such three (3) month cure period, then, upon written notice thereof to VAP by BioChemics, this Agreement shall
terminate. Termination for breach will have no effect on performance obligations or amounts to be paid which
have accrued up to the effective date of such termination.

5.3 Termination by VAP. VAP may terminate this Agreement at any time by providing thirty (30) days written
notice of such termination to BioChemics.

[5.4 Notwithstanding any other provision of this Agreement, in the event BioChemics ceases to own beneficially,
directly or indirectly, such number of the issued and outstanding shares of the capital stock of VAP to which are
attached at least forty-nine percent (49%) of the votes that may be cast to elect directors of VAP, then either
VAP or BioChemics may terminate the respective rights and obligations of VAP and BioChemics under this
Agreement by providing no less than forty-five (45) days prior written notice to the other, as the case may be.]
5.5 Notwithstanding any other provision of this Agreement, in the event that VAP shall have disposed of all or
substantially all of its assets, then either VAP or BioChemics may immediately terminate the respective rights and
obligations of VAP and BioChemics under this Agreement by providing to the other written notice to that effect.

5.6 Obligations Upon Termination. As soon as reasonably practicable following the date of the termination of this
Agreement for any reason, BioChemics shall:
(a) Segregate and deliver to VAP all books and records, or copies thereof, pertaining exclusively to VAP used in
the course of, or generated by, the provision of the Administrative Services and, after a reasonable period of time
sufficient to remove information which does not pertain to the business of VAP, all books and records, or copies
thereof, pertaining to VAP used in the course of, or generated by, the provision of the Administrative Services;
and

(b) For a period of ninety (90) days after the termination of this Agreement, provide to and at the option of VAP
such Administrative Services as may be reasonably requested by VAP in order to help ensure the continuity of
the business of VAP. BioChemics shall be entitled to the payment of fees for any transitional services rendered
under this Section 5.6. Such fees shall be calculated and payable in the same manner as the Monthly Fees.

                                                    ARTICLE VI
                                                    REMEDIES

6.1 Indemnification. Each Party (the "Indemnifying Party") shall indemnify and save harmless the other Party and
their directors, officers and employees (individually, an "Indemnified Party") from and against any claims,
demands, actions, causes of action, judgments, damages (excluding indirect or consequential damages), losses
(which shall include any diminution in value), liabilities, costs or expenses (including, without limitation, interest,
penalties and reasonable attorneys' and experts' fees and disbursements) which may be made against any
Indemnified Party or which any Indemnified Party may suffer or incur as a result of, arising out of, or relating to,
any breach of this Agreement by the Indemnifying Party.

6.2 Survival of Indemnification. Each Party's obligations of indemnification under this Agreement shall survive the
termination of this Agreement or any termination of any Party's respective rights and obligations under Article II
hereof.

6.3 Default Interest. If any Party fails to pay as and when due and payable any amount hereunder (including,
without limitation, the Monthly Fees), then such Party shall pay interest to the other Party on such amount from
the due date up to and including the date when such amount and all interest thereon are paid in full at the rate of
two percent (2%) per annum.

6.4 Waiver of Consequential Damages. Each Party hereby waives any right to recover consequential, punitive,
exemplary or similar damages in any arbitration, lawsuit, litigation or proceeding arising out or resulting from this
Agreement. Each Party certifies and acknowledges that (a) no representative, agent or attorney of any other
Party has represented, expressly or otherwise, that such other Party would not, in the event of arbitration,
litigation or other proceeding, seek to enforce the foregoing waiver, (b) it understands and has considered the
implications of this waiver, (c) it makes this waiver voluntarily, and (d) it has been induced to enter into this
Agreement by, among other things, the mutual waivers and certifications in this
Section 6.4.

                                                  ARTICLE VII
                                                MISCELLAENOUS

7.1 Utilization of Others. For the avoidance of doubt the Parties hereby expressly agree that in providing the
Administrative Services hereunder BioChemics may utilize the advice and assistance of such other firms or
persons, including its subsidiary or affiliated companies, as it may reasonably determine necessary or appropriate
and the costs and expenses of such services shall, without duplication, be recoverable from VAP in accordance
with the provisions of this Agreement. It is further agreed that VAP is not required to obtain any of the
Administrative Services or any other or similar services exclusively from BioChemics and may utilize the advice
and assistance of such other firms or persons, including any subsidiaries or affiliated companies, as it may
reasonably determine necessary or appropriate in order to operate its business.

7.2 Research and Development. For the avoidance of doubt, the Parties acknowledge and agree that the
Administrative Services contemplated hereunder do not, and shall not be construed so as to, include any transfer,
license or grant of rights from BioChemics to VAP in respect of any intellectual property rights (including, without
limitation, all domestic and foreign patents, trademarks, copyrights, trade secrets, inventions and know-how)
owned, used, developed, leased or licensed by BioChemics or any research and development undertaken by
BioChemics (together "Intellectual Property Rights"), PROVIDED ALWAYS that any such Intellectual Property
Rights transferred to VAP from BioChemics pursuant to any other agreement shall remain in full force and effect
and shall not be affected in any manner by the operation of this Agreement.

7.3 Assignment by BioChemics. Except as provided in this Section 7.3, this Agreement may not be assigned by
BioChemics in whole or in part. Notwithstanding the foregoing, at any time during the term hereof, BioChemics
may assign this Agreement, upon prior written notice to VAP, to any Person that is and at all times remains a
subsidiary of BioChemics, or that merges or consolidates with or into BioChemics or any of its subsidiaries, or
that acquires all or substantially all of the assets of BioChemics or of any of its subsidiaries. BioChemics shall
cause any Person that merges or consolidates with or into BioChemics or any of its subsidiaries (in the event
BioChemics is not the surviving corporation in any such merger or consolidation), or that acquires all or
substantially all of the assets of BioChemics, to assume all liabilities and obligation of BioChemics under this
Agreement pursuant to
an instrument in form and substance reasonably satisfactory to VAP. Any purported assignment or transfer of this
Agreement in violation of this Section 7.3 shall be void and of no force or effect.

7.4 Assignment by VAP. Except as provided in this Section 7.4, this Agreement may not be assigned by VAP in
whole or in part. Notwithstanding the foregoing, at any time during the Term, VAP may assign this Agreement (a)
to any lender or lenders as security for obligations to such lender or lenders in respect of financing arrangements
of VAP or any affiliate thereof with such lender or lenders, or (b) upon prior written notice to BioChemics, to any
Person that is and at all times remains a subsidiary of VAP controlled by VAP, or that merges or consolidates
with or into VAP, or that acquires all or substantially all of the assets of VAP. VAP shall cause any Person that
merges or consolidates with or into VAP (in the event VAP is not the surviving corporation in any such merger or
consolidation), or that acquires all or substantially all of the assets of VAP, to assume all liabilities and obligation
of VAP under this Agreement pursuant to an instrument in form and substance reasonably satisfactory to
BioChemics. Any purported assignment or transfer of this Agreement in violation of this Section 7.4 shall be void
and of no force or effect.

7.5 Notices. All notices, requests, demands and other communications hereunder shall be in writing or by
electronic means producing a written record (facsimile machine, telex, telecopier or telegraph), personally-
delivered or sent by nationally-recognized overnight courier service, effective upon delivery, or two
(2) days after sending if by overnight courier, addressed as follows:

                                                      If to VAP:

                                         Vaso Active Pharmaceuticals, Inc.
                                          99 Rosewood Drive, Suite 260
                                              Danvers, MA 01923

Attn.: John J. Masiz, President Telephone Number: 978.750.0090 Facsimile Number: 978.750.0085

with a copy to:

Robinson & Cole LLP
One Boston Place
Boston, MA 02108
Attn.: David A. Garbus, Esq.

                                        Telephone Number: (617) 557-5955

Facsimile Number: (617) 557-5999

                                                 If to BioChemics:

BioChemics, Inc.
99 Rosewood Drive, Suite 260 Danvers, MA 01923
Attn.: John J. Masiz, President Telephone Number: 978.750.0090 Facsimile Number: 978.750.0085

Either Party may change its address or the addressee specified for notices by designating a new address or
addressee by notice in accordance with this Section 7.5.

7.6 Amendment; Waiver. No amendment, modification or discharge of this Agreement, and no waiver hereunder,
shall be valid or binding unless set forth in writing and duly executed by the Party against whom enforcement of
the amendment, modification, discharge or waiver is sought. Any such waiver shall constitute a waiver only with
respect to the specific matter described in such writing and shall in no way impair the rights of the party granting
such waiver in any other respect or at any other time. The failure of either Party to insist in any one or more
instances upon strict performance of any of the provisions of this Agreement or take advantage of any of its rights
hereunder shall not be construed as a waiver of any such provisions or the relinquishment of any such rights, but
the same shall continue and remain in full force and effect.

7.7 Entire Agreement. This instrument constitutes the entire agreement between the Parties relating to the subject
matter hereof and there are no agreements, understandings, conditions, representations or warranties not
expressly set forth herein.

7.8 Governing Law. All questions concerning the construction, validity, and interpretation of this Agreement and
the performance of the obligations imposed by this Agreement shall be governed by the internal law, but not the
law of conflicts, of the State of Delaware, United States of America.
7.9 Severability. Any term or provision of this Agreement that is invalid or unenforceable in any jurisdiction shall,
as to that jurisdiction, be ineffective to the extent of such invalidity or unenforceability, without rendering invalid or
unenforceable the remaining terms and provisions of this Agreement or affecting the validity or unenforceability of
any of the terms or provisions of this Agreement in any other jurisdiction. If any term or provision of this
Agreement is so broad as to be invalid or unenforceable, the provision shall be interpreted to be only as broad as
is valid or enforceable. Subject to the foregoing provisions of this Section 7.9, if any term or provision of this
Agreement is invalid or unenforceable for any reason, such circumstances shall not have the effect of rendering
such term or provision invalid or unenforceable in any other case or circumstance.

7.10 Counterparts. This Agreement may be signed by the Parties executed in one or more counterparts as may
be deemed necessary, each of which so signed shall be deemed to be an original, and all such counterparts
together shall constitute one and the same instrument. Delivery of an executed signature page to this Agreement
by facsimile transmission shall be as effective as delivery of a manually signed counterpart of this Agreement.

                               [THE NEXT PAGE IS THE SIGNATURE PAGE]
IN WITNESS WHEREOF, the Parties have executed this Agreement on the date and at the place first above-
mentioned.

                        For:                VASO ACTIVE PHARMACEUTICALS, INC.

                        Name:     John J. Masiz
                        Title:    President


                        Signature:   /s/ John J. Masiz
                                     -----------------

                        Date:     8/26/2004


                        For:       BIOCHEMICS, INC.

                        Name: John J. Masiz
                        Title: President


                        Signature: /s/ John J. Masiz
                                   -----------------

                        Date:     8/26/2004
                                                   EXHIBIT 14

                                VASO ACTIVE PHARMACEUTICALS, INC.

                                      CODE OF ETHICS FOR THE
                                 PRINCIPAL EXECUTIVE OFFICER AND
                                    SENIOR FINANCIAL OFFICERS

Vaso Active Pharmaceuticals, Inc. (the "Company") expects the highest ethical conduct from its principal
executive officer and senior financial officers. The Code of Ethics' purpose is to establish standards and policies
to ensure those expectations are met.

COVERED PERSONNEL

For purposes of this Code of Ethics (the "Code"), the Company's Chief Executive Officer is its principal
executive officer, and the Company's Chief Financial Officer is its senior financial officer. See EXHIBIT A for a
list of personnel currently covered by the Code. If the Company appoints a Treasurer, a Controller, or other
officer who is principally responsible for the Company's accounting those employees will automatically be senior
financial officers. In addition, the Audit Committee of the Company's Board of Directors (the "Audit Committee")
may, from time to time, change the officers designated as senior financial officers. In the event that the Board
does so, EXHIBIT A to this Code will be amended to reflect the change.

Compliance is mandatory if you are among those personnel subject to the Code. Because you are expected to
foster a culture of integrity and honesty at all times, you should work to ensure that everyone under your
supervision also complies with this Code.

HONEST AND ETHICAL CONDUCT

You must conduct yourself honestly and ethically. You will promote honest and ethical conduct through out the
Company. As part of this, you should carefully monitor potential conflicts of interest. Consequently, you must
disclose to the Audit Committee any investment, interest or association that may interfere, or that may appear to
interfere, with your independent judgment of the Company's best interests. The Audit Committee will review the
situation and decide the best course of action for the Company or, if required by Delaware law, submit the matter
to a vote of all the Board's independent directors. See REVIEW OF CONFLICTS below. However if you have
concerns about the conduct of your fellow employees, follow the steps outlined in the Section on "REPORTING
VIOLATIONS."

ACCURATE PERIODIC REPORTS

Full, fair, accurate and timely disclosure in the Company's periodic reports (e.g., Forms 10-K and 10-Q), current
reports (e.g., Form 8-K), and other reports (e.g., proxy statements) is legally required and is essential to the
success of its business. You must exercise the highest standard of care in preparing such reports in accordance
with the following guidelines:

- All Company accounting records, as well as reports produced from those records, must be in accordance with
all applicable laws.

- All records must fairly and accurately reflect the transactions or occurrences to which they relate.

- All records must fairly and accurately reflect, in reasonable detail, the Company's assets, liabilities, revenues and
expenses.
- The Company's accounting records must not contain any false or intentionally misleading entries.

- No transactions should be intentionally misclassified as to accounts, departments or accounting periods.

- All transactions must be supported by accurate documentation in reasonable detail and recorded in the proper
account and in the proper accounting period.

- No information should be concealed from internal auditors or the independent auditors.

- Compliance with the Company's system of internal accounting controls is required.

COMPLIANCE

You are expected to comply with both the letter and spirit of all applicable governmental laws, rules and
regulations, including the federal securities laws and rules and regulations promulgated by the Securities and
Exchange Commission. If you fail to comply with this Code, or with any applicable laws, rules or regulations, you
will be subject to disciplinary measures, up to and including immediate dismissal.

REPORTING VIOLATIONS

Your conduct can reinforce an ethical atmosphere and positively influence the conduct of fellow employees. If
you are powerless to stop suspected misconduct or discover it after it has occurred, you must report it to the
Company's Audit Committee. You may do this in writing (anonymously, if you wish) at the following address:
Vaso Active Pharmaceuticals, Inc., 99 Rosewood Drive, Suite 260, Danvers, Massachusetts, 01923, Attention:
Audit Committee. Alternatively, you may directly contact any Audit Committee member listed on EXHIBIT A.
You have the commitment of the Company and the Audit Committee that you will not be retaliated against for
following these ethical standards.

REVIEW OF CONFLICTS

If you think you are faced with a conflict of interest, you may ask the Audit Committee to review the situation.
The Board has delegated to the Audit Committee the authority to review all matters under the Code and grant or
deny waivers in its sole discretion. Formal waivers may be requested to address conflicts created by relationships
and commitments in existence prior to the adoption of the Code or inadvertently acquired assets or
responsibilities (e.g. through inheritance or marriage).

The Audit Committee may condition any waiver on compliance with terms and conditions, including delivery of
information or limits on future action.

In accordance with the rules of the Securities and Exchange Commission, any change to, or waiver of, this Code
must be promptly, publicly disclosed.

REVIEW OF RELATED PARTY TRANSACTIONS

All transactions between the Company and its officers, directors, principal shareholders or affiliates must be
disclosed to the Audit Committee. This policy is consistent with the provisions of this Code relating to honest and
ethical conduct, the expectation of ethical conduct from our officers, and the Board's own policy on approving
related party transactions.
The Audit Committee will review all related party transactions brought to its attention. After a review of the
transaction or transactions, the Audit Committee will report to the independent directors who do not have an
interest in the transaction. Their report will recommend either approval or rejection. The Audit Committee's
recommendation is not binding on the independent directors.

ENFORCEMENT

Any person who ignores or violates the Code, and any manager who penalizes a subordinate for trying to follow
this Code or the ethical standards it embodies, is subject to corrective action, including immediate dismissal.

CONCLUSION

In the final analysis you are the guardian of the Company's ethics. While there are no universal rules, when in
doubt you should ask yourself:

- Will my actions be ethical in every respect and fully comply with the law and with Company policies?

- Will my actions have the appearance of impropriety?

- Will my actions be questioned by my supervisors, associates, clients, family and the general public?

If you are uncomfortable with your answer to any of the above, you should not take the contemplated actions
without first discussing them with the Audit Committee.

The Company expects you to share its belief that a dedicated commitment to ethical behavior is the right thing to
do, is good business, and is the surest way for the Company to achieve its business objectives.

Vaso Active Pharmaceuticals, Inc.

November 13, 2003
                               VASO ACTIVE PHARMACEUTICALS, INC.

                                        CODE OF ETHICS FOR
                                 PRINCIPAL EXECUTIVE OFFICER AND
                                    SENIOR FINANCIAL OFFICERS

                                                EXHIBIT A

PRINCIPAL EXECUTIVE OFFICER:

Chief Executive Officer: James J. Masiz

SENIOR FINANCIAL OFFICERS:

Chief Financial Officer: Joseph Frattaroli

AUDIT COMMITTEE MEMBERS:

Bruce A. Shear
PHC, Inc., President and Chief Executive Officer 200 Lake Street, Suite 102
Peabody, Massachusetts 01960
Telephone: 978-536-2777

Brian Strasnick, Ph.D.
Willow Laboratories
280 Union Street
Lynn, Massachusetts 01901
Telephone: 781-593-3480
                                              EXHIBIT 23.1

INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in registration Statement No. 333-112802 of Vaso Active
Pharmaceuticals, Inc. on Form S-8 of our report dated February 25, 2004 (Except March 17, 2004, as to note
11), appearing in this Annual Report on Form 10-KSB of Vaso Active Pharmaceuticals, Inc. for the year ended
December 31, 2003.

                                        /s/ Stowe & Degon


                                        Worcester, Massachusetts
                                        March 26, 2004
                                                   EXHIBIT 31.1

CERTIFICATION REQUIRED BY SECTION 302(A) OF THE SARBANES-OXLEY ACT OF 2002

I, John J. Masiz, certify that:

1. I have reviewed this Annual Report on Form 10-KSB of Vaso Active Pharmaceuticals, Inc. for the year
ended December 31, 2003;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly
present in all material respects the financial condition, results of operations and cash flows of the small business
issuer as of, and for, the periods presented in this report;

4. The small business issuer's other certifying officer(s) and I are responsible for establishing and maintaining
disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small
business issuer and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material information relating to the small business issuer, including
its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in
which this report is being prepared;

(b) Evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in
this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the
period covered by this report based on such evaluation; and

(c) Disclosed in this report any change in the small business issuer's internal control over financial reporting that
occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal
quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the
small business issuer's internal control over financial reporting; and

5. The small business issuer's other certifying officer(s) and I have disclosed, based on our most recent evaluation
of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the
small business issuer's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process,
summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role
in the small business issuer's internal control over financial reporting.

                           By: /s/ John J. Masiz
                           Chief Executive Officer (principal executive officer)
                           March 26, 2004
                                                   EXHIBIT 31.2

CERTIFICATION REQUIRED BY SECTION 302(A) OF THE SARBANES-OXLEY ACT OF 2002

I, Joseph Frattaroli, certify that:

1. I have reviewed this Annual Report on Form 10-KSB of Vaso Active Pharmaceuticals, Inc. for the year
ended December 31, 2003;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly
present in all material respects the financial condition, results of operations and cash flows of the small business
issuer as of, and for, the periods presented in this report;

4. The small business issuer's other certifying officer(s) and I are responsible for establishing and maintaining
disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small
business issuer and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material information relating to the small business issuer, including
its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in
which this report is being prepared;

(b) Evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in
this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the
period covered by this report based on such evaluation; and

(c) Disclosed in this report any change in the small business issuer's internal control over financial reporting that
occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal
quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the
registrant's internal control over financial reporting; and

5. The small business issuer's other certifying officer(s) and I have disclosed, based on our most recent evaluation
of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the
small business issuer's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process,
summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role
in the small business issuer's internal control over financial reporting.

                            By: /s/ Joseph Frattaroli
                                ---------------------
                            Chief Financial Officer (principal financial officer)
                            March 26, 2004
                                                  EXHIBIT 32.1

   CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Vaso Active Pharmaceuticals, Inc. (the "Company") on Form 10-KSB
for the year ended December 31, 2003, as filed with the Securities and Exchange Commission on the date hereof
(the "Report"), I, John J. Masiz, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section
1350, as adopted by Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of
1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and
results of operations of the Company.

                          By: /s/ John J. Masiz
                              -----------------
                          Chief Executive Officer (principal executive officer)
                          March 26, 2004




This certification is made solely for purpose of 18 U.S.C. Section 1350, subject to the knowledge standard
contained therein, and not for any other purpose.
                                                  EXHIBIT 32.2

   CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Vaso Active Pharmaceuticals, Inc. (the "Company") on Form 10-KSB
for the year ended December 31, 2003, as filed with the Securities and Exchange Commission on the date hereof
(the "Report"), I, Joseph Frattaroli, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C.
Section 1350, as adopted by Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of
1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and
results of operations of the Company.

                          By: /s/ Joseph Frattaroli
                              ---------------------
                          Chief Financial Officer (principal financial officer)
                          March 26, 2004




This certification is made solely for purpose of 18 U.S.C. Section 1350, subject to the knowledge standard
contained therein, and not for any other purpose.