THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT

Exhibit 10.8

THIRD AMENDMENT

TO

LOAN AND SECURITY AGREEMENT

THIS THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is made on March 13, 2009 by and between IGI Laboratories, Inc. (f/k/a IGI, Inc.), a Delaware corporation with an address of 000 Xxxxxxx Xxxxxx, Xxxxx, Xxx Xxxxxx 00000 (“Borrower”), and Pinnacle Mountain Partners, LLC, a New Hampshire limited liability company with an address of 000 Xxxxxxxx Xxxx, Xxxxxxxxxxxx, Xxx Xxxxxxxxx, 00000 (together with its successors and assigns, “Lender”).  

WHEREAS, Borrower and Lender entered into that certain Loan and Security Agreement, dated as of January 29, 2007, as amended by amendment No. 1 thereto dated July 29, 2008, as amended by amendment Xx. 0 xxxxxxx xxxxx Xxxxxxx 00, 0000 (xx amended, the “Loan Agreement”), and the Loan Agreement provides that it may only be amended by a writing signed by both Borrower and Lender; and

WHEREAS, Borrower and Lender desire to amend certain provisions of the Loan Agreement as set forth herein.

NOW, THEREFORE, in consideration of the mutual promises contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, Borrower and Lender hereby agree that the Loan Agreement is hereby amended as follows:

1.

Amendment to Article I, Section 4.  Section 4 of Article I of the Loan Agreement is hereby amended and restated in its entirety to read:

Maturity.  50% of the amount of all loans and advances made respecting the Revolving Loans shall be payable to Lender on July 31, 2010.  Notwithstanding the foregoing, all then outstanding loans and advances made respecting the Revolving Loans shall be payable to Lender on July 31, 2011.

2.

Valid Obligation.  The execution, delivery and performance of this Amendment by Borrower has been duly authorized by all necessary corporate action, represents a legal, valid and binding obligation of Borrower, and is fully enforceable according to its terms, except as limited by laws relating to the enforcement of creditor’s rights.

3.

Miscellaneous.

a.

Defined Terms.  Capitalized terms not otherwise defined herein have the meanings set forth in the Loan Agreement.

b.

No Further Amendment.  Except as otherwise amended and supplemented by this Amendment, all provisions of the Loan Agreement, including, without limitation, provisions relating to governing law, shall remain in full force and effect and shall apply to this Amendment (unless this Amendment specifically amends a particular provision of the Loan Agreement) and the Loan Agreement and this Amendment shall each be construed together and considered one and the same agreement.

c.

Counterparts.  This Amendment may be signed in one or more counterparts, all of which shall constitute a single agreement.

[Signature Page Follows]

IN WITNESS WHEREOF, this Third Amendment to Loan and Security Agreement has been executed by the parties hereto as of the day and year first written above.

	IGI LABORATORIES, INC.
	By:	/s/ Xxxxx Xxxxxx
	Name:	Xxxxx Xxxxxx
	Title:	President and CEO
	PINNACLE MOUNTAIN PARTNERS LLC
	By:	/s/ Xxxx X. Xxxxx, Pres.
	Name:	Xxxx X. Xxxxx
	Title:	President

[Signature Page to Third Amendment to Loan and Security Agreement]