September 24, 1999



Mr. Gert W. Munthe
Alpharma Inc.
One Executive Drive
Fort Lee, NJ 07024

Dear Mr. Munthe:

     Since you have informed Alpharma Inc. (the "Company") that
you desire to resign from the Company but are willing to remain
with the Company until the end of 1999, it is appropriate to set
forth the arrangements that will exist between the Company and
you following your resignation.  This letter agreement will
supersede, except to the extent expressly set forth herein, the
terms of the letter agreement dated February 26, 1998 between the
Company and you (the "1998 Employment Agreement") and set forth
such arrangements.  You will have the opportunity to review and
approve any press release or other public statement which
announces your decision to resign prior to the time such release
or statement is made public by the Company.  You will also have
the opportunity to review and approve any statement regarding
your resignation the Company proposes to include in any proxy
statement or other document required to be filed with the
Securities and Exchange Commission before such proxy statement or
other document is mailed to shareholders, filed or otherwise
communicated outside of the Company.

     1.   You resign all positions as officer, director and
          employee of the Company and each subsidiary of the
          Company effective on (a) December 31, 1999 or, if
          earlier and only as to positions as officer and
          director, (b) a date prior to December 31, 1999
          determined by the Compensation Committee of the
          Company's Board of Directors (such date of effective
          resignation being called the "effective date").  Prior
          to the effective date you will continue to hold the
          title of President and CEO of the Company and will
          perform such duties to the best of your ability as are
          assigned to you by the Chairman of the Office of the
          Chief Executive.

     2.   From the date hereof through December 31, 1999 (whether
          your resignation as officer and director is earlier or
          not), you will receive as compensation the salary and
          other benefits set forth pursuant to the 1998
          Employment Agreement.  For your agreements herein you
          will receive the following:

          a.   the amount of U.S.$10,000 per month commencing
               January, 2000, through December, 2001, in
               consideration of your agreements in paragraph 3;
               and
          b.   the amount of an additional U.S.$40,000 per month
               beginning January, 2000 through June, 2001 in
               consideration of your agreements in paragraph 4;
               and
          c.   a payment of U.S. $200,000 on or before February
               1, 2000 in lieu of any bonus under the 1998
               Employment Agreement; and
          d.   continued participation through December 31, 2001
               on the same basis as senior executives of the
               Company in the Company's life insurance program,
               disability insurance program, health and medical
               insurance program and tax and financial services
               planning (provided the Company may determine to
               reimburse you for your costs in obtaining
               comparable coverage in lieu of participation in
               any such insurance program); and
          e.   an automobile allowance of up to U.S. $15,000 per
               year for 2000 and 2001 plus insurance and
               maintenance;

          provided that if you become employed by or a partner in
          another entity prior to December 31, 2001, the
          compensation provided in clauses (d) (except for the
          tax and financial planning services contemplated by
          clause (d)) and (e) shall terminate at the end of the
          month in which such employment or partnership
          commences.  For this purpose employment in another
          entity shall be deemed to include becoming entitled to
          receive income for services rendered as an independent
          contractor in excess of U.S.$10,000 in any month.

          Unless otherwise legally required, all payments made
          under clauses (a), (b), (c), (d) or (e) of this
          paragraph 2 shall be in gross amounts and no
          withholding shall be taken from such payments.  You
          will receive a Form 1099 from the Company for all such
          payments.

     3.   You agree that following the effective date through
          December 31, 2001 you will provide such consultation to
          the senior officers of the Company as is requested from
          time to time by the Chairman or the CEO of the Company.
          The Company agrees that your services following the
          effective date shall not require you to provide
          services in a manner which conflicts with your personal
          schedule (including subsequent employment or consulting
          obligations) and you agree to use reasonable effort to
          respond to such request in a manner which does not
          disadvantage the Company.  The Company shall promptly
          reimburse you for any expenses you incur in performing
          any duties under this paragraph 3.
     4.   You agree that you shall not, during the period from
          now until June 30, 2001, (the "Restricted Period"),
          directly or indirectly engage in the business of
          producing, marketing or distributing generic
          pharmaceutical products or products for the animal
          health industry of the type currently produced or sold
          by the Company or its subsidiaries, and provided such
          business was engaged in by the Company or its
          subsidiaries prior to October 1, 1999, in any
          geographical area where such products are produced or
          sold by the Company or its subsidiaries.  Without
          limitation you agree not to provide services during the
          Restricted Period to Perrigo Pharmaceuticals, KV
          Pharmaceuticals, Morton Grove Laboratories, Barr
          Laboratories, Mylan Laboratories, Ivax, Teva
          Pharmaceuticals, Watson Pharmaceuticals, Pharmaceutical
          Resources or the Novartis generic subsidiary or Merck
          Darmstadt generic subsidiary or the animal health
          division of Pfizer, Hoffman-LaRoche or Smith Kline
          Beecham;  provided that it shall not be a violation of
          this paragraph 4 for you to directly or indirectly
          engage in (i) the business of sale through e-commerce
          of pharmaceuticals and related products or the business
          of development and commercialization of non-generic
          pharmaceutical products or (ii) any other businesses
          not described in this paragraph 4.

          For purposes of this agreement, each of the following
          activities, without limitation, shall be deemed to
          constitute engaging in a business:  to work with, be
          employed by, consult for, either individually, in
          partnership or in conjunction whether as principal,
          agent, employee, partner, director, officer or
          consultant, or in any other manner whatsoever, without
          or without compensation therefor.  Nothing contained in
          this agreement shall prohibit you from acquiring or
          holding as a passive investor less than five percent
          (5%) of the outstanding securities of any publicly
          traded company.

          The Company agrees not to make any statement at any
          time which disparages you or the services you have
          performed for the Company and you agree not to make any
          statement at any time which disparages the Company or
          its officers or employees.  Without limiting or
          affecting your Key Employee Agreement attached hereto,
          you agree to not disclose or use in any manner any
          information regarding the Company or its products,
          operations, technology or plans unless and until such
          information shall have become generally known to the
          public other than as a result of any disclosure or
          other action by you.

          You acknowledge and agree that the covenants set forth
          in this paragraph 4 are reasonable in scope, duration,
          geographic area and in all other respects.  You and the
          Company further agree that such covenants replace and
          supersede paragraph 10 of your Key Employee Agreement
          provided that all other provisions of such Key Employee
          Agreement shall continue.

          If any provision of this paragraph 4 shall be
          determined by any court of competent jurisdiction to be
          invalid, illegal or unenforceable in whole or in part,
          and such determination shall become final, such
          provision shall be deemed to be severed or limited, but
          only to the extent required to render the remaining
          provisions of this paragraph 4 enforceable.  This
          paragraph 4 as thus amended shall be enforced to give
          effect to the intention of the parties insofar as that
          is possible.

          You and the Company acknowledge and you agree that if
          you are found by a court of competent jurisdiction to
          have breached any covenant in this paragraph 4 all
          obligations of the Company to pay compensation to you
          under paragraph 2 of this Agreement of which this
          paragraph 4 is part shall terminate and the option
          which vests on July 8, 2001 shall not vest as provided
          in paragraph 6 below.  You and the Company further
          agree that in the event of any breach by either, the
          non-breaching party shall be entitled, in addition to
          its other rights and remedies, to enforce its rights
          under this Agreement by an action or actions for
          specific performance, injunction and/or other equitable
          relief in order to enforce or prevent any violations
          (whether anticipatory, continuing or future) of the
          provisions of this paragraph 4 (including, without
          limitation, the extension of the term of this paragraph
          4 by a period equal to (i) the length of the violation
          of this term plus (ii) the length of any court
          proceedings necessary to stop such violation.

     5.   The Company agrees that clause (iii) (to the extent it
          relates to relocation to Norway) and clause (iv) of
          paragraph 6 of the 1998 Employment Agreement shall
          continue provided that the Company's obligations under
          such clause (iv) shall terminate upon the earlier of
          (a) the sale of your current residence in New Jersey or
          (b) December 31, 2001.  You agree to use reasonable
          efforts to mitigate any cost to the Company under such
          clause (iv) and to make mutually satisfactory
          arrangements to release the Company from any
          obligations under such clause (iv) on December 31, 2001
          or such earlier date on which such residence is sold.
          The Company's obligations under clause (iii) shall
          terminate on December 31, 2001 (except for
          reimbursement of expenses incurred in relocating to
          Norway prior to such date).

     6.   All stock options granted to you shall continue in
          accordance with their terms (with vesting until the
          effective date), and such options which are exercisable
          on the effective date shall remain exercisable for two
          years following the effective date.  All options not
          vested and exercisable on the effective date shall not
          become vested and shall be forfeited on the effective
          date, except that options for 25,000 shares included in
          the option to acquire 100,000 shares granted to you on
          July 8, 1998, shall vest and become exercisable (until
          December 31, 2001) on July 8, 2001 provided you have
          not been found by a court of competent jurisdiction to
          have violated any provision of paragraph 4 of the
          agreement (it being understood that 50,000 shares of
          such option shall not vest and shall be forfeited).
     7.   If at any time after January 1, 2000 you intend to
          invest in an enterprise that is not engaged in a
          business which, in the good faith opinion of Kirkland &
          Ellis, would violate paragraph 4 hereunder and of which
          you intend to become an officer and employee, the
          Company will pay to you in a lump sum the sum of
          amounts payable to you under clause (b) of paragraph 2
          which then remain unpaid, discounted by the prime rate
          at Citibank then in effect.  Such lump sum payment will
          be made within 30 days after the Company receives a
          written notice from you confirming your intention as
          set forth in the prior sentence and nature of such
          investment.  You agree that a portion of such lump sum
          (consisting of amounts that would be payable following
          such violation if paid monthly as provided in paragraph
          2) shall be repaid by you as provided in paragraph 4 if
          you are found by a court of competent jurisdiction to
          have violated the provisions thereof.

     8.   The Company agrees to confirm the importance of your
          services hereunder and take other commercially
          reasonable efforts (not involving material cost to the
          Company) to enable your current visa (or other
          satisfactory visa or other arrangement to permit you to
          remain legally in the United States) to remain in
          effect through December 31, 2001 or your earlier
          relocation to Norway.


     If the foregoing accurately reflects our agreement, please
sign a counterpart of this agreement in the space provided below.

                              Sincerely,



                              Peter G. Tombros
                              Chairman of the Compensation
Committee
                              Chairman of the Stock Option
Committee




The foregoing is hereby agreed to:


                     Date:
Gert W. Munthe