EXHIBIT 10.9
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                              CONVERSION AGREEMENT

         This Conversion Agreement is entered into as of the ____ day of
_________, 2003, by and between Able Laboratories, Inc., a Delaware corporation
("Able" or the "Company"), and _______________________, a(n)
_____________________ (the "Noteholder").

         WHEREAS, Able issued to the Noteholder, in a private placement of units
completed on June 14, 2002, pursuant to a Subscription Agreement (the "June 2002
Subscription Agreement") a 12% promissory note in the original principal amount
of $_______________ (the "Note");

         WHEREAS, Able desires to settle its obligations under the Note by
issuing shares of its common stock, $0.01 par value per share ("Common Stock"),
and the Noteholder desires to receive such shares in accordance with the terms
and conditions hereof;

         NOW, THEREFORE, in consideration of the mutual agreements herein set
forth, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereby agree as
follows:

1.       Surrender and Conversion of Note. The Noteholder hereby surrenders the
Note for conversion into Common Stock.

2.       Issuance of Common Stock. Upon receipt of the original note for
cancellation, Able will promptly issue to the Noteholder ____________ shares of
Common Stock (the "Conversion Shares").

3.       Noteholder's Acknowledgement. The Noteholder acknowledges and agrees
that the issuance of the Conversion Shares by Able shall satisfy all of Able's
obligations under the Note and that the Note shall thereby be cancelled, and
expressly waives any right of payment of principal and interest due on the Note
from the date of its issuance that otherwise might arise in connection with the
Note, the June 2002 Subscription Agreement or otherwise.

4.       Noteholder's Representations and Warranties.

         The Noteholder represents and warrants to the Company that it is an
"accredited investor" as defined in Rule 501(a) promulgated under the Securities
Act of 1933, as amended. The Noteholder has held the Note from the date of
issuance and has not transferred any interest in the Note. The Noteholder has
read and carefully considered the information set forth in all of the Company's
reports, registration statement, schedules, forms, statements and other
documents filed by the Company with the SEC pursuant to the reporting
requirements of the Securities Exchange Act of 1934, as amended. The Noteholder
is acquiring the Conversion Shares for its own account for investment only and
not with a present view towards the public sale or distribution thereof. The
Noteholder understands that the Conversion Shares may bear a restrictive legend
in substantially the following form (and a stop-transfer order may be placed
against transfer thereof):

                  The securities represented by this certificate have not been
         registered under the Securities Act of 1933, as amended. The securities
         have been acquired for investment and may not be sold, transferred or
         assigned in the absence of an effective registration statement for the
         securities under said Act, or an opinion of counsel, in form, substance
         and scope customary for opinions of counsel in comparable transactions,
         that registration is not required under said Act or unless the Company
         is provided with reasonable assurances that the securities were sold
         pursuant to Rule 144 under said Act.
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         The legend set forth above shall be removed and the Company shall issue
a certificate without such legend to the holder of any Conversion Shares upon
which it is stamped, if (a) the resale of such Conversion Shares is registered
under the Securities Act, or (b) such holder provides the Company with an
opinion of counsel, in form, substance and scope customary for opinions of
counsel in comparable transactions, to the effect that a public sale or transfer
of such Conversion Shares may be made without registration under the Securities
Act.

5.       Representations And Warranties of the Company

         The Company represents and warrants to the Noteholder that it is a
corporation duly organized and existing in good standing under the laws of the
State of Delaware, and has the requisite corporate power to own its properties
and to carry on its business as now being conducted, to enter into and perform
this Agreement, to issue and sell the Securities in accordance with the terms
hereof, and to issue the Conversion Shares. The Conversion Shares, when issued
upon conversion of the Note, will be validly issued, fully paid and
non-assessable. The Company shall take such action as the Company shall
reasonably determine is necessary to qualify the Conversion Shares for sale to
the Noteholder pursuant to this Agreement under applicable securities or "blue
sky" laws of the states of the United States or obtain exemption therefrom, and
shall provide evidence of any such action so taken to the Noteholder.

6.       Governing Law; Miscellaneous

         a. Governing Law; Jurisdiction. This Agreement shall be governed by and
construed in accordance with the laws of The Commonwealth of Massachusetts
applicable to contracts made and to be performed therein, without regard of its
conflict of laws principles. The parties consent to the jurisdiction of the
United States District Courts for the District of Massachusetts in any suit or
proceeding based on or arising under this Agreement and agree that all claims in
respect of such suit or proceeding may be determined in such court. The parties
irrevocably waive the defense of an inconvenient forum to the maintenance of
such suit or proceeding.

         b. Counterparts. This Agreement may be executed in two or more
counterparts, all of which shall be considered one and the same agreement and
shall become effective when counterparts have been signed by each party and
delivered to the other parties.

         c. Entire Agreement; Amendments. This Agreement and the instruments
referenced herein contain the entire understanding of the parties with respect
to the matters covered herein and therein and, except as specifically set forth
herein or therein, neither the Company nor the Noteholder make any
representation, warranty, covenant or undertaking with respect to such matters.
No provision of this Agreement may be waived other than by an instrument in
writing signed by the party to be charged with enforcement and no provision of
this Agreement may be amended other than by an instrument in writing signed by
the Company and the Noteholder.

         IN WITNESS WHEREOF, the undersigned Noteholder and the Company have
caused this Agreement to be duly executed as of the date first above written.

NOTEHOLDER:                                  ABLE LABORATORIES, INC.


By:                                          By:
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its                                          Name:
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                                             Title:
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By:
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Name:
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Title:
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