EXHIBIT 10.6
                                                                    ------------


                       FORBEARANCE AGREEMENT AND AMENDMENT

         This FORBEARANCE AGREEMENT AND AMENDMENT (hereinafter, the
"Agreement"), dated as of this 31st day of August, 2000, is made by and among:

         FLEET NATIONAL BANK F/K/A BANKBOSTON, N. A., a national banking
         association, having an office at 100 Federal Street, Boston,
         Massachusetts, (hereinafter, the "BANK");

         DYNAGEN, INC. (hereinafter, in such capacity, the "LEAD BORROWER"), a
         Delaware corporation, with its principal executive offices at 1000
         Winter Street, Waltham, Massachusetts, as agent for said DynaGen, Inc;
         and

         ABLE LABORATORIES, INC. ("ABLE"), a Delaware corporation with its
         principal executive offices at 1000 Winter Street, Waltham,
         Massachusetts; and

         SUPERIOR PHARMACEUTICAL COMPANY ("SUPERIOR"), an Ohio corporation with
         its principal executive offices at 1000 Winter Street, Waltham,
         Massachusetts; and

         GENERIC DISTRIBUTORS, INC. ("GENERIC"), a Delaware corporation with its
         principal executive offices at 1000 Winter Street, Waltham,
         Massachusetts

         (Each of DynaGen, Inc., Able, Superior and Generic being hereinafter
         referred to individually as a "BORROWER" and collectively as the
         "BORROWERS")

in consideration of the mutual covenants herein contained and benefits to be
derived herefrom.

                              W I T N E S S E T H:
                              --------------------


                                   BACKGROUND
                                   ----------

1.       On November 29, 1999, the Bank and the Borrowers entered into a certain
         Loan and Security Agreement (hereinafter , as amended and in effect,
         the "LOAN AGREEMENT"), pursuant to which the Bank established, subject
         to the terms therein contained, a Revolving Credit facility in favor of
         the Borrowers.

         The Borrowers' Liabilities to the Bank are secured by a first perfected
         security interest in and to all of the Borrowers' assets, including,
         without limitation, all of the Borrowers' accounts, inventory,
         equipment, general intangibles, trademarks, patents and other
         collateral as more particularly described in the Loan Documents.

         Various Events of Default have arisen under the Loan Agreement, and the
         Borrowers have requested that, notwithstanding the occurrence of such
         Events of Default, the Bank continue to forbear from exercising its
         rights and remedies upon default on account of such Events of Default.
         The Bank is willing to so forbear BUT ONLY upon the terms and
         conditions set forth herein.
<PAGE>

1.       DEFINITIONS
         -----------

         a.   Unless otherwise specified herein, all capitalized terms herein
              shall have the same meaning as set forth in the Loan Agreement.

         a.   "Consolidated EBITDA" shall mean, with respect to any Person, the
              consolidated earnings of such Person and its subsidiaries from
              continuous operations, before interest, federal income taxes,
              depreciation and amortization, each as determined in accordance
              with GAAP.

         a.   "Existing Defaults" shall mean the following Events of Default
              existing on the date hereof: (i) Failure to provide a commitment
              for refinancing of the Liabilities on or before August 31, 2000;
              (ii) Breach of Section 10-11 of the Loan Agreement as of June 30,
              2000; and (iii) Breach of Section 10-12 of the Loan Agreement as
              of June 30, 2000.


                          ACKNOWLEDGMENT OF LIABILITIES
                          -----------------------------

1.       The Borrowers each acknowledge and agree that as of August 31, 2000,
         the following Liabilities are presently due and owing to the Bank:

                  Revolving Credit

                      Principal:            $8,095,666.39
                      Interest:             $   71,451.69
                      Unused Line Fee:      $      192.95


         The Borrowers each acknowledge and agree that the Borrowers are jointly
and severally liable for all Liabilities due and owing to the Bank, including,
without limitation, all interest accrued and hereafter accruing, all previously
and hereafter incurred late charges, all fees (including, without limitation,
the Facility Fee, the Line (Unused Fee), the Collateral Agent Fee, the Early
Termination Fee, forbearance fees, and Letter of Credit fees) accrued and
hereafter accruing, and all costs, expenses, and costs of collection heretofore
or hereafter incurred by the Bank, including attorneys' fees and expenses in
connection with the preparation, negotiation, and/or enforcement of this
Agreement, the Loan Documents, and all documents, instruments, and agreements
incidental thereto or contemplated herein.







                                        2
<PAGE>

                            WAIVER OF CLAIMS/RELEASE
                            ------------------------

1.       The Borrowers each acknowledge and agree that the Borrowers do not have
         or ever had any claims, counterclaims, offsets, or defenses against the
         Bank directly or indirectly relating to the Liabilities or otherwise,
         and to the extent that the Borrowers have or ever had any such claims,
         counterclaims, offsets, or defenses, the Borrowers each affirmatively
         WAIVE the same. The Borrowers, for themselves and for the Borrowers'
         respective heirs, executors, administrators, representatives, officers,
         directors, agents, employees, successors and assigns, hereby RELEASE,
         and forever discharge the Bank and its officers, directors, agents,
         attorneys, and employees, representatives, successors and assigns, of,
         to, and from all debts, demands, actions, suits, accounts, covenants,
         contracts, agreements, damages, and any and all claims, demands, or
         liabilities whatsoever, of every name and nature, both at law and in
         equity, known and unknown, from the beginning of the world through the
         date hereof.


         FORBEARANCE BY BANK
         -------------------

1.       Notwithstanding the existing Events of Default, and without waiving the
         same, the Bank agree to forbear from accelerating the time for payment
         of the Liabilities, and from exercising its remedies upon default to
         foreclose on the Collateral under the Loan Documents until the earlier
         of (i) January 15, 2001, or (ii) the occurrence of a Termination Event
         (as defined herein). The period commencing as of the date hereof and
         ending on the earlier of (i) or (ii) above shall hereinafter be
         referred to as the "FORBEARANCE PERIOD").

         FORBEARANCE TERMS
         -----------------

1.       The Bank's agreement to forbear is subject to the following terms and
         conditions:

         a.   Suspension of Payments on Subordinated Indebtedness. During the
              Forbearance Period, notwithstanding the provisions of Section 6-27
              of the Loan Agreement or of any other Loan Document, the Borrowers
              shall not make any payments of principal, interest or otherwise on
              account of the following Subordinated Indebtedness which is listed
              on Schedule 6.7 to the Loan Agreement:

              i.   Subordinated Loan from Sirrom and Argosy;
              ii.  Promissory Notes placed by Schneider Securities;
              iii. 9% Promissory Notes payable to various private investors; and
              iv.  Promissory Note payable to Carolyn Cusick

         Nothing contained herein shall limit or impair the rights of the Bank
under the subordination agreements entered into with those Persons referenced in
subclauses i ii, iii and iv above (collectively, the "Subordination
Agreements"), each of which remain in full and effect, and the Bank reserve the
right to exercise any of its rights and remedies under the Subordination
Agreements at any time and from time to time.


                                        3
<PAGE>

         a.   Revolving Credit. Notwithstanding any other provision in the Loan
              Agreement to the contrary, during the Forbearance Period, any loan
              or advance by the Bank pursuant to the Revolving Credit,
              including, without limitation, the issuance of any L/C, shall be
              at the Bank's sole and absolute discretion. Availability as
              calculated pursuant to Section 3-1 of the Loan Agreement is solely
              for the Bank's guidance and for the monitoring of the Borrowers'
              financial condition. The Borrowers recognize that Availability is
              only one of several factors considered by the Bank in its
              determination whether to make a loan, credit, or advance under the
              Revolving Credit.

         a.   Interest Rate. From and after the date hereof, all loans and
              advances pursuant to the Revolving Credit shall accrue interest at
              the Base Rate plus four percent (4.0%) per annum. The LIBOR Rate
              shall not be available to the Borrowers, and any and all
              references to the LIBOR Rate in the Loan Agreement shall be of no
              force or effect.

         a.   Payment of Liabilities. During the Forbearance Period, the
              Borrower shall make all payments of principal, interest, fees, and
              other Liabilities in the amounts, and as and when due, required
              under the Loan Documents.

         a.   Commitment to Refinance Liabilities. On or before November 30,
              2000, the Borrowers shall have provided the Bank with a bona fide
              commitment to refinance the Liabilities in full on or before
              January 15, 2001. Such commitment to refinance shall be on terms
              and conditions satisfactory to the Bank in the Bank's sole and
              absolute discretion.

         a.   Satisfaction of Liabilities. Notwithstanding any provision of the
              Loan Agreement to the contrary, the Liabilities shall become
              immediately due and payable in full without notice or demand by
              the Agent upon the expiration of the Forbearance Period.

         a.   Forbearance Fee. In consideration of the Bank's entering into this
              Agreement, the Bank has earned, and the Borrowers have agreed to
              pay to the Bank a forbearance fee in the aggregate amount of
              $50,225.00 (the "Forbearance Fee"). Unless sooner accelerated as a
              result of the occurrence of a Termination Event, such Forbearance
              Fee shall be paid as follows: (i) the sum of $8,000.00 shall be
              paid on the execution hereof; (ii) the sum of $11,225.00 shall be
              paid on October 2, 2000, (iii) the sum of $14,000.00 shall be paid
              on November 1, 2000; and (iv) the sum of $17,000.00 shall be paid
              on December 1, 2000. Notwithstanding the preceding sentence,
              provided that the Borrowers repay the Liabilities in full on or
              before November 30, 2000, the Bank agrees to waive that portion of
              the Forbearance Fee in the amount of $17,000.00 which would
              otherwise have been payable on December 1, 2000. The Forbearance
              Fee shall be deemed fully earned upon the execution hereof and,
              except as provided for in the preceding sentence, shall not be
              subject to refund or rebate under any circumstances.

                                        4
<PAGE>

         a.   Reimbursement of Expenses. Upon the execution of this Agreement,
              the Borrowers shall pay all costs and expenses of the Bank,
              including, without limitation, attorneys' fees and expenses, and
              collateral examination fees. The Borrowers hereby authorize Bank
              to make an advance under the Revolving Credit to the Borrowers in
              a sum sufficient to pay such costs and expenses and any future
              costs and expenses incurred by the Bank.

         a.   Other Amendments to Loan Documents. The Loan Documents are hereby
              amended as follows:

              i.   Article 1 of the Loan Agreement is hereby amended as follows:

                   (1)   Subclause (b)(i) of the definition of "Acceptable
                         Accounts" is hereby deleted in its entirety, and the
                         following substituted in its stead:

                         (i) Any which is more than sixty (60) days from the due
                             date thereof.

                   (1)   The definition of "Applicable Margin" is hereby deleted
                         in its entirety, and the following substituted in its
                         stead:

                         "APPLICABLE MARGIN": shall mean four percent (4.0%).

                   (1)   The definition of "Commitment" is hereby deleted in its
                         entirety, and the following substituted in its stead:

                         "COMMITMENT": shall mean, (a) for the period commencing
                         September 18, 2000 through and including October 1,
                         2000, Eight Million Two Hundred Fifty Thousand Dollars
                         ($8,250,000.00); (b) for the period commencing October
                         2, 2000 through and including October 15, 2000, Eight
                         Million Dollars ($8,000,000.00); (c) for the period
                         commencing October 16, 2000 through and including
                         October 31, 2000, Seven Million Seven Hundred Fifty
                         Thousand Dollars ($7,750,000.00); (d) for the period
                         commencing November 1, 2000 through and including
                         November 15, 2000, Seven Million Five Hundred Thousand
                         Dollars ($7,500,000.00); (e) for the period commencing
                         November 16, 2000 through and including November 30,
                         2000, Seven Million Dollars ($7,000,000.00); (f) for
                         the period commencing December 1, 2000 through and
                         including December 14, 2000, Six Million Seven Hundred
                         Fifty Thousand ($6,750,000.00); (g) for the period
                         commencing December 15, 2000 through and including
                         December 31, 2000, Six Million Five Hundred Thousand
                         ($6,500,000.00); and (h) for the period commencing
                         January 1, 2001 through and including January 15, 2001,
                         Six Million Two Hundred Fifty Thousand ($6,250,000.00);

                   (1)   The definition of "Maturity Date" is hereby amended by
                         deleting "May 31, 2001" therefrom and substituting
                         "January 15, 2001".

              i.   Article 3 of the Loan Agreement is hereby amended as follows:



                                        5
<PAGE>

                   (1)   Section 3-1(b)(ii) is hereby deleted in its entirety
                         and the following substituted in its stead:

                         up to:
                         ------

                         (A)   (i) For the period commencing September 18, 2000
                               through October 1, 2000, eighty-five percent
                               (85%) of the face amount of each of the
                               Borrowers' Acceptable Accounts, less the Dilution
                               Reserve.

                               (ii) For the period commencing October 2, 2000
                               through January 15, 2001, eighty percent (80%) of
                               the face amount of each of the Borrowers'
                               Acceptable Accounts, less the Dilution Reserve.
                         Plus
                         ----

                         (B)   (i) For the period commencing September 18, 2000
                               through October 31, 2000, (A) sixty percent (60%)
                               of the cost of the Borrowers' Acceptable
                               Inventory minus (B) $1,000,000.00.

                               (ii) For the period commencing November 1, 2000
                               through November 30, 2000, (A) fifty percent
                               (50%) of the cost of the Borrowers' Acceptable
                               Inventory minus (B) $1,000,000.00.

                               (iii) For the period commencing December 1, 2000
                               through January 15, 2001, (A) forty percent (40%)
                               of the cost of the Borrowers' Acceptable
                               Inventory minus (B) $1,000,000.00.
                         Plus
                         ----

                         (C)   the lesser of (i) eighty percent (80%) of the
                               forced liquidation value of the Borrowers'
                               Equipment, as determined by the Lender, or (ii)
                               the Equipment Cap.
                         Minus
                         -----

                         (D)   The then aggregate of such Reserves (other than
                               the Dilution Reserve) as may be established by
                               the Lender from time to time.
                         Minus
                         -----

                         (E)   The then unpaid principal balance of the Loan
                               Account.

                         Minus
                         -----

                         (F)   The aggregate amounts then undrawn on all
                               outstanding L/C's, acceptances, or any other
                               accommodations issued or incurred, or caused to
                               be issued or incurred, by the Lender for the
                               account and/or the benefit of the Borrowers.

                         Notwithstanding the foregoing, (i) for the period
                         commencing September 18, 2000 through and including
                         November 30, 2000, the maximum amounts available to be
                         borrowed pursuant to clause (B) shall not exceed the
                         lesser of $4,000,000 or fifty percent (50%) of all
                         outstanding Revolving Credit Loans and L/Cs, and (ii)
                         for the period commencing December 1, 2000 through and
                         including January 15, 2001, the maximum amounts
                         available to be borrowed pursuant to clause (B) shall
                         not exceed fifty percent (50%) of all outstanding
                         Revolving Credit Loans and L/Cs



                                        6
<PAGE>

                   (1)   Section 3-9(a) is hereby deleted in its entirety, and
                         the following substituted in its stead:

                         (a) Revolving Credit Loans shall bear interest at the
                         Base Rate plus the Applicable Margin.

                   (1)   Section 3-9(c) is hereby amended by deleting the
                         following text therefrom

                               four percent (4.0%)

                         and substituting the following in its stead:

                               seven percent (7.0%)

                   (1)   Section 3-20 is hereby amended by deleting "4%" and
                         substituting "7%" in its stead.

              i.   Article 10 of the Loan Agreement is hereby amended as
                   follows:

                   (1)   In addition to the financial statements and the
                         reporting requirements required by Article 10 of the
                         Loan Agreement, the Borrowers shall furnish to the Bank
                         the following (each of which shall be in form and
                         substance satisfactory to the Bank and shall be
                         certified by the Lead Borrower's chief financial
                         officer):

                         (a)   A cash receipt and disbursement budget for the
                               months of September, October and November, broken
                               down on a weekly basis by each week of the
                               subject month, to be delivered as follows:

                               (i)  on or before September 18, 2000, for the
                                    month of September;
                               (ii) on or before October 6, 2000, for the month
                                    of October;
                               (iii) on or before November 6, 2000, for the
                                    month of November;
                               (iv) on or before December 6, 2000, for the month
                                    of December
                               (v)  on or before January 5, 2001, for the month
                                    of January.

                         (a)   On or before September 18, 2000, those monthly
                               reports required to be delivered pursuant to
                               Section 10-5 of the Loan Agreement, for the month
                               of July, 2000.



                                        7
<PAGE>

                         (a)   On or before September 25, 2000, a consolidating
                               monthly projected profit and loss statement for
                               the months of September; October, November,
                               December, 2000 and January 2001 (the "P&L
                               Projection"), which P&L Projection shall be in
                               form and substance satisfactory to the Bank.

                   (1)   Without limiting the provisions of Sections 10-10 of
                         the Loan Agreement, the Borrowers shall permit the Bank
                         to conduct, at the Borrowers' sole cost and expense,
                         such appraisals of the Collateral as the Bank may
                         require.

              a.   Financial Covenants

                   During the Forbearance Period, the financial covenants set
                   forth in Sections 10-11 through 10-13, inclusive, of the Loan
                   Agreement shall be of no effect, and during the Forbearance
                   Period, the Borrowers shall comply with the following
                   financial covenant in lieu thereof:

                         Minimum EBITDA. The Borrowers shall not permit the
                         Consolidated EBITDA of the Borrowers to be less than
                         ninety percent (90%) of the projected monthly
                         Consolidated EBITDA as set forth on the P&L
                         Projections, tested on a monthly basis.

              a.   Survival. The provisions of Paragraph 6(a) through and
                   including 6(i) hereof shall survive any termination of the
                   Forbearance Period.

         RATIFICATION OF LOAN DOCUMENTS
         ------------------------------

1.       The Borrowers hereby ratify, confirm, and reaffirm, each of the terms
         and conditions, and the execution and the delivery, of the Loan
         Documents (as modified hereby), and warrant and represent that all of
         the terms and conditions of the Loan Documents (as modified hereby)
         remain in full force and effect. The Borrowers hereby ratify and
         confirm each of the representations and warranties set forth in the
         Loan Documents. Without limiting the generality of the foregoing, the
         Borrowers each ratify and confirm that all Liabilities (as modified
         hereby) are secured by the Collateral.

         CONDITIONS PRECEDENT TO EFFECTIVENESS OF AGREEMENT
         --------------------------------------------------

1.       This Agreement and the Bank's forbearance hereunder shall not be
         effective until each of the following conditions precedent have been
         fulfilled to the satisfaction of the Bank:

         a.   All action on the part of the Borrowers necessary for the valid
              execution, delivery and performance by the Borrowers of this
              Agreement shall have been duly and


                                        8
<PAGE>

              effectively taken and evidence thereof satisfactory to the Bank
              shall have been provided to the Bank.

         a.   The Borrower shall have paid to the Bank all fees, expenses and
              other amounts then due and owing pursuant to this Agreement and
              the Loan Documents.

         a.   The Borrowers shall have provided such additional instruments and
              documents to the Bank as Bank's counsel may have reasonably
              requested.

         a.   There shall have been no material adverse change in the financial
              condition of each of the Borrowers.


                               TERMINATION EVENTS
                               ------------------

1.       The occurrence of any one of the following events shall constitute a
         "Termination Event") within the meaning of this Agreement:

         a.   The occurrence of any Default or Event of Default after the date
              hereof under any of the Loan Documents, other than any Existing
              Defaults;

         a.   The failure of the Borrowers to satisfy in all material respects
              the terms and conditions of this Agreement as and when due; or

         a.   The determination by the Bank that any representation or warranty
              made to the Bank by any Borrower was not true, correct and
              accurate in any material respect when made or given.

         Upon the occurrence of any Termination Event, the Forbearance Period
may, at the option of the Bank, immediately terminate, and the Bank may
immediately proceed to enforce all of its contractual and other rights and
remedies against the Borrowers, including without limitation, the foreclosure of
the Collateral granted to the Bank by any Borrower and including, to the full
extent permitted by applicable law, the obtaining of the ex parte appointment of
a receiver, to which appointment each Borrower hereby consents. The Borrowers
shall cooperate with the Bank in connection with the disposition of the
Collateral.

         NO WAIVER BY BANK
         -----------------

1.       In entering into this Agreement, the Bank is not waiving any existing
         Events of Default. Further, the rights, remedies, powers, privileges,
         and discretions of the Bank hereunder shall be cumulative and not
         exclusive of any rights or remedies which it otherwise would have. No
         delay or omission by the Bank in exercising or enforcing any of its
         rights and remedies hereunder or under the Loan Documents or otherwise
         shall operate as, or constitute, a waiver thereof. No waiver by the
         Bank of any default under any other agreement shall operate as a waiver
         of any other default hereunder, now existing or hereafter arising, or
         under any other agreement. No waiver by the Bank of any of its rights
         and remedies on any one occasion shall be deemed a waiver on any
         subsequent occasion, nor shall it be deemed a continuing waiver.

                                        9
<PAGE>


                            NO ADDITIONAL AGREEMENTS
                            ------------------------

1.       This Agreement incorporates all discussions and negotiations between
         the Borrowers and the Bank, either express or implied, concerning the
         matters included herein and in any other instruments, documents, or
         agreements executed in connection herewith, any statute, custom, or
         usage to the contrary notwithstanding. No such discussions or
         negotiations shall limit, modify, or otherwise affect the provisions
         hereof. No modification, amendment, or waiver of any provision of this
         Agreement and the Loan Documents, or any provision under any other
         agreement between the Borrowers and the Bank shall be effective unless
         executed in writing by the party to be charged with such modification,
         amendment, or waiver, and if such party be the Bank, then by a duly
         authorized officer thereof.


                                 BINDING EFFECT
                                 --------------

1.       This Agreement shall be binding upon the Borrowers and their respective
         representatives and successors and shall inure to the benefit of the
         Bank and its successors and assigns.


                         ILLEGALITY OR UNENFORCEABILITY
                         ------------------------------

1.       Any determination that any provision of this Agreement or any
         application thereof is invalid, illegal, or unenforceable in any
         respect or in any instance shall not affect the validity, legality, or
         enforceability of such provision in any other instance, nor the
         validity, legality, or enforceability of any other provision of this
         Agreement.


                              WAIVER OF JURY TRIAL
                              --------------------

1.       The Borrowers make the following waiver knowingly, voluntarily, and
         intentionally, and understand that the Bank, in entering into the
         within Agreement, is relying thereon. THE BORROWERS, TO THE EXTENT
         OTHERWISE ENTITLED THERETO, HEREBY IRREVOCABLY WAIVE ANY PRESENT OR
         FUTURE RIGHT OF THE BORROWERS, TO A JURY IN ANY TRIAL OF ANY CASE OR
         CONTROVERSY IN WHICH THE BANK IS OR BECOMES A PARTY (WHETHER SUCH CASE
         OR CONTROVERSY IS INITIATED BY OR AGAINST THE BANK OR IN WHICH THE BANK
         IS JOINED AS A PARTY LITIGANT), WHICH CASE OR CONTROVERSY ARISES OUT
         OF, OR IS IN RESPECT OF, ANY RELATIONSHIP BETWEEN THE BORROWERS AND THE
         BANK.





                                       10
<PAGE>

                               INFORMED EXECUTION
                               ------------------

1.       The Borrowers hereby warrant and represent to the Bank that the
         Borrowers have each read and understand all and singular the terms and
         conditions of this Agreement and that the Borrowers are entering into
         this Agreement freely and voluntarily, without duress, after having had
         an opportunity for consultation with independent counsel of the
         Borrowers' own selection, and not in reliance upon any representations,
         warranties, or agreements made by the Bank and not set forth in this
         Agreement.


                                  MISCELLANEOUS
                                  -------------

1.       This Agreement shall be deemed to constitute a "Loan Document" for all
         purposes under the Loan Agreement or any other Loan Document.

1.       This Agreement and all rights and obligations hereunder, including
         matters of construction, validity, and performance, shall be governed
         by the laws of The Commonwealth of Massachusetts. The Borrowers each
         submit to the jurisdiction of the Courts of said Commonwealth for all
         purposes with respect to this Agreement and the Borrowers' relationship
         with the Bank.

1.       The Borrowers shall execute such instruments and documents as theBank
         may from time to time request in connection with the Loan Agreement and
         the other Loan Documents, this Agreement and the arrangements
         contemplated hereby.

1.       This Agreement may be executed in several counterparts and by each
         party on a separate counterpart, each of which when so executed and
         delivered shall be an original, and all of which together shall
         constitute one instrument.

1.       The provisions of this Agreement are severable, and if any one clause
         or provision hereof shall be held invalid or unenforceable in whole or
         in part in any jurisdiction, then such invalidity or unenforceability
         shall affect only such clause or provision, or part thereof, in such
         jurisdiction, and shall not in any manner affect such clause or
         provision in any other jurisdiction, or any other clause or provision
         of this Agreement in any jurisdiction.

         IN WITNESS WHEREOF, this Agreement has been executed, in multiple
counterparts, as a sealed instrument as of the date first above written.



                                          DYNAGEN, INC.

                                          By:_______________________

                                          Name:_____________________

                                          Title:____________________







                                       11
<PAGE>


                                          ABLE LABORATORIES, INC.

                                          By:_______________________

                                          Name:_____________________

                                          Title:____________________




                                          SUPERIOR PHARMACEUTICAL COMPANY

                                          By:_______________________

                                          Name:_____________________

                                          Title:____________________




                                          GENERIC DISTRIBUTORS, INC.

                                          By:_______________________

                                          Name:_____________________

                                          Title:____________________



ACKNOWLEDGED AND AGREED:

"BANK"

FLEET NATIONAL BANK

By: ____________________________

Name:___________________________

Title: _________________________




                                       12