Trust Ratification (laurus) February 13, 2006

Exhibit 10.1


REAFFIRMATION AND RATIFICATION AGREEMENT


February 13, 2006


Laurus Master Fund, Ltd. c/o Laurus Capital Management LLC

825 Third Avenue

New York, New York 10022

Ladies and Gentlemen:

Reference is made to the O' Donnell Stock Pledge Agreement (the " Stock Pledge Agreement" ), dated as of April 29, 2005, between Laurus Master Fund, Ltd. (Laurus) and The Francis E. O' Donnell, Jr. Irrevocable Trust No. 1 (the " Pledgor" ).

To induce Laurus to continue to provide additional financial accommodations to Accentia Biopharmaceuticals, Inc. (the " Parent" ) in connection with the (i) the Second Amended and Restated Secured Convertible Term Note, dated as of April 29, 2005, as amended and restated as of August 16, 2005 and as of the date hereof issued by the Parent to Laurus (as amended, modified or supplemented, the " Amended and Restated Term Note" ) pursuant to the Securities Purchase Agreement, dated as of April 29, 2005 between the Parent and Laurus (as amended, modified or supplemented, the " Securities Purchase Agreement" ), (ii) the Second Amended and Restated Secured Convertible Minimum Borrowing Note, dated as of April 29, 2005, as amended and restated as of August 16, 2005 and as of the date hereof issued by the Company and The Analytica Group, Inc. (" Analytica" and, together with the Parent, the " Companies" and, each a " Company" ) to Laurus (as amended, modified or supplemented, the " Amended and Restated Minimum Borrowing Note" ) pursuant to the Amended and Restated Security Agreement, dated as of April 29, 2005 and amended and restated as of the date hereof between the Parent, Analytica and Laurus (as amended, modified or supplemented, the " Security Agreement" ) and (iii) the Amended and Restated Secured Non-Convertible Revolving Not ...