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                   ASCENT PEDIATRICS, INC.




                SECOND SUPPLEMENTAL AGREEMENT


                   Date: October 15, 1999



           SECOND SUPPLEMENTAL AGREEMENT (the
"Agreement") dated as of October 15, 1999 among Ascent
Pediatrics, Inc., a Delaware corporation (the "Company"),
Alpharma USPD Inc., a Maryland corporation (the "Lender"),
Alpharma Inc., a Delaware corporation (the "Parent"),  State
Street Trust Bank and Trust Company (the "Depositary") and
each of the Original Lenders named in the Subordination
Agreement described below.

     WHEREAS, pursuant to the Loan Agreement dated as of
February 16, 1999 among the Company, the Lender and the
Parent (the "Loan Agreement"), the Lender has agreed to loan
to the Company an aggregate of up to $40 million from time
to time upon the terms and conditions set forth therein, as
amended as described below;

     WHEREAS, the Lender, the Company and the Depositary are
parties to a Depositary Agreement dated February 16, 1999,
as amended as described below (the "Depositary Agreement"):

     WHEREAS, the Lender, the Company and the Original
Lenders named therein are parties to a Subordination
Agreement dated February 16, 1999, as amended as described
below (the "Subordination Agreement"):

     WHEREAS, the Company, the Lender and the Parent are
parties to a Master Agreement dated February 16, 1999, as
amended as described below (the "Master Agreement");

     WHEREAS, the Loan Agreement, Depositary Agreement,
Subordination Agreement and the Master Agreement were
amended pursuant to the terms of the Supplemental Agreement
dated July 1, 1999 between the parties hereto (the
"Supplemental Agreement"):

     WHEREAS, the parties hereto wish to further supplement
and amend the Loan Agreement, the Depositary Agreement, the
Master Agreement, the Subordination Agreement and the
Supplemental Agreement upon the terms and conditions set
forth herein;

     WHEREAS, the Lender is the sole holder of the Note (as
defined in the Loan Agreement) and the parties are entering
into this Second Supplemental Agreement (to the extent it
modifies the Loan Agreement) pursuant to Section 12.1 of the
Loan Agreement;

     WHEREAS, on or prior to the date hereof, this Second
Supplemental Agreement has been approved by a majority of
the Non-Alpharma Directors pursuant to Section 9.01 of the
Depositary Agreement and Section 8.5 of the Master
Agreement;

     NOW,  THEREFORE, in consideration of the premises, it
is agreed by and among the parties hereto as follows:


                          ARTICLE I
                      DEFINITIONS, ETC.


1.1  Capitalized terms used herein and not otherwise defined
   herein shall have the meanings ascribed to them in the Loan
   Agreement or in the Ancillary Agreements (as defined in the
   Loan Agreement).


1.2  Unless the context otherwise requires:

     a.   a term has the meaning assigned to it;

     b.   an accounting term not otherwise defined has the
          meaning assigned to it in accordance with GAAP;

     c.   "or" is not exclusive;

     d.   words in the singular include the plural and in the
          plural include the singular;

     e.   provisions apply to successive events and transactions;
     and

     f.   "herein", "hereof" and other words of similar import
          refer to this Agreement as a whole and not to any particular
          Article, Section or other subdivision.

1.3     This Agreement amends and supplements the Loan
   Agreement, the Depositary Agreement, the Subordination
   Agreement, the Guaranty Agreement,  the Master Agreement
   and the Supplemental Agreement.  In case of any
   inconsistency between the terms of this Agreement and
   the Loan Agreement, the Depositary Agreement, the
   Subordination Agreement, the Guaranty Agreement,  the
   Master Agreement, or the Supplemental Agreement, the
   terms of this Agreement shall govern. In the absence of
   such inconsistency, all provisions of the Loan
   Agreement, the Depositary Agreement, the Subordination
   Agreement, the Guaranty Agreement,  the Master Agreement
   and the Supplemental Agreement shall remain in full
   force and effect.  Without limiting the foregoing, the
   conditions set forth in Article II hereof shall for all
   purposes be considered part of the Loan Agreement.  Any
   reference to the Loan Agreement, the Depositary
   Agreement, the Master Agreement, the Guaranty Agreement,
   the Subordination Agreement or the Supplemental
   Agreement in any such agreement or to the Ancillary
   Agreements shall be deemed to be a reference to such
   agreement as modified hereby.  Any reference in any such
   agreement to approval or adoption of the Merger
   Agreement and the transactions contemplated thereby
   shall be deemed to be a reference to the Merger
   Agreement and such transactions as modified hereby.


1.4   The parties may sign any number of copies of this
   Agreement.  Each signed copy shall be an original and
   may be signed in counterparts, but all of them together
   represent the same agreement.

1.5   The laws of the State of New York, without regard to
   principles of conflicts of law, shall govern this
   Agreement to the extent it modifies the Loan Agreement
   or the Subordination Agreement.  The laws of the State
   of Delaware, without regard to principals of conflict of
   laws, shall govern this Agreement to the extent it
   modifies the Depositary Agreement or the Master
   Agreement.


                              ARTICLE II
     ADDITIONAL CONDITIONS AND OBLIGATIONS OF THE LENDER

2.1  The obligation of the Lender to make any Loans on or
     after the date hereof is subject to the fulfillment to
     its reasonable satisfaction, or the waiver by the
     Lender, on or prior to the applicable Loan Date, of
     each of the following additional conditions:


     (a)  The Fourth Amendment to the May 1998 Securities
       Purchase Agreement in the form attached hereto as Exhibit A
       (the "Fourth Amendment to the Securities Purchase
       Agreement") shall be in full force and effect and

     (b) The Company and each of the Furman Selz Entities
       shall have performed in all material respects all of
       their respective obligations under the Fourth
       Amendment to the Securities Purchase Agreement
       including, without limitation, the satisfaction of
       the conditions set forth in Section 2.2(b) thereof.


2.2    The obligation of the Lender to make any Secured
   Loans (as defined in the Loan Agreement (as amended)) on
   or after the date hereof is subject to the fulfillment
   to its reasonable satisfaction, or the waiver by Lender,
   on or prior to the applicable Loan Date, of each of
   the following conditions:

             (a)  The Lender shall be reasonably satisfied
             that the
                security interest required by Section 13.10
                of the Loan
                Agreement (as amended) has attached to the
                Collateral (as defined in the Loan
                Agreement) and

             (b)  The Amendment to the Subordination
                Agreement, in the form attached hereto as
                Exhibit B shall be in full force and
                effect.



                                      ARTICLE III
                    AGREEMENTS AND AMENDMENTS

The Plan Update

3.1  The Lender agrees that the Company delivered to the
   Lender, on or about September 21, 1999, a detailed
   operating plan  covering the periods through December
   31, 2001 which includes, on an annual basis, $1.4
   million in research and development and sales force
   expenditure reductions from the previously approved Plan
   and reflects the immediate commercial introduction of
   the Primsol product. The representatives of the Company
   and the Lender agree to cause their respective
   representatives to the Screening Committee to take all
   action necessary to approve said September 21, 1999 plan
   as an Update, as that term is used in   Section 4.1 of
   the Supplemental Agreement.


The Secured Loan

3.2  The Loan Agreement (as amended) is further amended by
adding
   the following definitions to Section 1.1 thereof:

             "Secured Loans" means all Project Loans and
             Screened Project Loans.

             "Collateral" means all assets, properties,
             contract rights
             and other intangibles and choses in action
             purchased,
             licensed or otherwise acquired by the Company
             with the
             proceeds of a Secured Loan.


3.3 The Loan Agreement (as amended) is further amended by
   adding the following clause to Article XIII of the Loan
   Agreement:

        13.10 Security.

             As security for the full and timely payment of
             all Secured Loans and the performance of all
             obligations contained herein in connection
             with the Secured Loans, the Company covenants
             that it will, on or before each Loan Date for
             a Secured Loan, do or cause to be done, all
             things necessary in the reasonable opinion of
             the Lender and, its counsel, to grant to the
             Lender a duly perfected first priority
             purchase money security interest in all of the
             Collateral acquired by Company with the
             proceeds of said Secured Loan.  At the request
             of the Lender, the Company will cause its duly
             authorized officers to execute on its behalf,
             any certificate, instrument, statement or
             document, or to procure any such certificate,
             instrument, statement or document, or to take
             such other action which the Lender's counsel
             reasonably deems necessary, from time to time,
             to create, continue or preserve Lender's
             security interest in and to the Collateral
             (and the perfection and priority thereof) as
             contemplated hereby, specifically including
             the execution of such security agreement and
             the filing of such financing statements in the
             form reasonably requested by Lender's counsel.

   3.4   Section 7.2 of the Loan Agreement is hereby
          amended by adding the following clause to the
          beginning of the first sentence thereof:

              "Except for any security interest in the
              Collateral with respect to  Secured Loans and
              Fourth Amendment Advances (as defined in the
              Fourth Amendment to the Securities Purchase
              Agreement), ..."

     The Option Exercise Period

   3.5  The definition of the term "2001 Audited Financial
   Statements" in
       Article I of the Depositary Agreement (as amended by
       the Supplemental Agreement) is hereby amended by
       changing (a) the term "2001 Audited Financial
       Statements" to the term "2002 Audited Financial
       Statements" in said definition and in each other
       place where the term "2001 Audited Financial
       Statements" appears in the Depositary Agreement and
       (b) the date "December 31, 2001" to "December 31,
       2002" in each of the two places it appears in said
       definition.

   3.6  The definition of the term "Adjusted 2001 Operating
   Income" in
       Article I of the Depositary Agreement (as amended by
       the Supplemental Agreement) is hereby amended by
       changing (a) the term "Adjusted 2001 Operating
       Income" to the term "2002 Operating Income" in said
       definition and in each other place where the term
       "Adjusted 2001 Operating Income" appears in the
       Depositary Agreement and (b) the date "December 31,
       2001" to "December 31, 2002 in each of the five
       places it appears in said definition.

   3.7  The definition of the term "Excluded Interest
   Expense" in Article I of the
       Depositary Agreement (as amended by the Supplemental
       Agreement) is hereby amended by changing the date
       "December 31, 2001" each time it appears to
       "December 31, 2002.

   3.8  The definition of the term "GAAP Adjustments" in
       Article I of the Depositary Agreement (as amended by
       the Supplemental Agreement) is hereby amended by
       changing (a) all references to "2000" and "2001" to
       "2001" and "2002", respectively and (b) all
       references to "December 31, 2001" and "December 31,
       2002" to "December 31, 2002" and "December 31,
       2003", respectively.

   3.9  The definition of the term "Option Expiration Date"
       in Article I of the Depositary Agreement (as amended
       by the Supplemental Agreement) is hereby amended by
       changing the term "December 31, 2002" to "December
       31, 2003".

   3.10  Section 3.01 of the Depositary Agreement (as
   amended by the
        Supplemental Agreement) is hereby amended by (a)
        restating the last sentence of subsection (a) as
        follows:

             "The Company may elect to exercise the Call
             Option by
             delivery of the Call Option Exercise Notice to
             the
             Depositary at any time during the period (the
             "Call Period") commencing February 1, 2003 and
             continuing until December 31, 2003."

        and (b) changing the two references to "January 15,
   2003" in
        subsection (b) to "January 15, 2004".


   3.11 Section 4.01 of the Depositary Agreement (as
   amended by the
        Supplemental Agreement) is hereby amended by (a)
        restating the first sentence of subsection (a) as
        follows:

             "The Company shall deliver the Option Exercise
             Deliverables to Alpharma on or before March
             30, 2003."

        and (b) changing the reference to "January 1, 2002"
        in subsection (b) (v) to "January 1, 2003".


   3.12  Section 4.03 (c) (i) of the Depositary Agreement
(as amended by
        the Supplemental Agreement) is hereby amended by
        changing the reference to "September 30, 2001" to
        "September 30, 2002".


   3.13  Section 5.02 (b) of the Depositary Agreement (as
   amended by the
        Supplemental Agreement) is hereby amended by
        changing the reference in the second paragraph
        thereof from "January 15, 2003" to "January 15,
        2004".


   3.14.  Section 2.6 of the Loan Agreement (as amended) is
hereby
        amended by (a) changing the reference to "December
        31, 2002" to "December 31, 2003" and (b) changing
        the reference to "February 28, 2003" to "February
        28, 2004".

   3.15  Section 2.7 of the Loan Agreement (as amended) is
        hereby amended by changing the reference to
        "December 31, 2002" to "December 31,2003".

   3.16  Section 6.8 of the Loan Agreement (as amended) is
        hereby amended by changing the reference to the
        "2001 fiscal year" to the "2002 fiscal year".


   3.17  It is recognized that the stockholders of Ascent
   must approve
        the amendments contained in Sections 3.5 through
        3.16 of this
        Agreement (the "Option Extension Provisions") in
       order for such
        provisions to be effective.  The parties therefore
      agree that the
        Option Extension Provisions shall have no force and
        effect unless and until approved by the holders of
        a majority of the Depositary Shares (the "Favorable
        Shareholder Vote") and that, at all times prior to
        a Favorable Shareholder Vote, the Depositary
        Agreement shall continue to be in full force and
        effect in the form existing without considering the
        Option Extension Provisions.  A Favorable
        Shareholder Vote shall be deemed to have taken
        place (and the Option Extension Provisions shall
        thereupon be effective as amendments to the
        Depositary Agreement) upon the delivery to the
        Lender and the Depositary of an opinion of the
        Company's counsel to the effect that a Favorable
        Shareholder Vote has taken place and that each of
        the Agreements referred to in Section 1.3 of this
        Agreement (as amended hereby) are valid, binding
        and enforceable against the Company..  The failure
        to obtain a Favorable Shareholder Vote shall not
        effect any of the amendments or terms of this
        Agreement other than the Option Extension
        Provisions.


   The Minimum Purchase Price

   3.18 Subclause (i) of  Clause (A) of the
        definition of "Option Exercise Price" in Article I
        of the Depositary Agreement (as amended by the
        Supplemental Agreement) is amended and restated in
        its entirety as follows:

         "$140,000,000 plus an amount equal to all funds
          actually advanced to the Company under the Fourth
          Amendment to the Securities Purchase Agreement
          and which have not been repaid as of  the date of
          delivery of the Option Exercise Deliverables."

   Conditions for Unrestricted Loans

   3.19  The Lender agrees that the existence of a Plan or
   Update
        approved by the Screening Committee (as those terms
        are defined in the Supplemental Agreement) is not a
        condition precedent to the Lender's obligation to
        fund an Unrestricted Loan, and that Article III,
        Section (c) of the Supplemental Agreement is hereby
        amended and restated as follows:

             "The Lender shall be reasonably satisfied that
             the proceeds of any Project Loans or Screened
             Loans will be used for the purposes approved
             by the Screening Committee pursuant to Section
             4.3 of this Agreement."

   3.20  Section 4.1 of the Supplemental Agreement is
hereby amended by
        deleting the entire third sentence of such Section
which begins as
        follows:

               "Notwithstanding Section 6.6 of the Loan
               Agreement, the Company shall use the
               proceeds of Unrestricted Loans only for the
               purposes specified in the Plan..."

     General

   3.21 The definition of the term "Option Expiration Date"
       in the Depositary Agreement (as amended by the
       Supplemental Agreement) is amended by adding the
       following text to the end of such definition:

          "or Article II of the Second Supplemental
          Agreement dated October 13, 1999 between the same
          parties".

   3.22 Subclause III of Clause Y of the provision in the
       definition of the term "Option Exercise Price" in
       the Depositary Agreement (as amended by the
       Supplemental Agreement) is amended and restated in
       its entirety as follows:

          "(III) the 7.5% Convertible Subordinated Notes due
          July 1, 2004, in each case outstanding as of the
          Option Closing Date, or issued or issuable upon
          exercise of the warrants issued pursuant to the
          Series G Agreement, as amended by the fourth
          amendment hereto, dated as of October 1, 1999 (to
          the extent any shares continue to be held as of
          the Option Closing Date by one of the purchasers
          set forth on Schedule 1  to the Series G Agreement
          as so amended or an Affiliate of any such
          purchaser), the Original Option Exercise Price,
          and"

   3.23  Section 7.1(i) of the Loan Agreement is hereby
          amended and restated as follows:

          (i)  Indebtedness incurred pursuant to the Third and Fourth
               Amendments to the May 1998 Securities Purchase Agreement."

    3.24      The Loan Agreement is hereby amended to amend
          and restate clause (i) of the definition of
          "Impairment Event" in its entirety as follows:

          "(i) the existence of a Negative Equity Position,
             provided, however, that notwithstanding the
             requirements of GAAP, (A) any amounts
             outstanding under the 8% Subordinated Notes,
             (B) any amounts outstanding under any debt
             securities issued upon conversion or exchange
             of the Series G Preferred and (C) any amounts
             outstanding under the Company's 7.5%
             Convertible Subordinated Notes due July 1,
             2004 (including, without limitation, any Notes
             issued under the Fourth Amendment to the
             Securities Purchase Agreement) shall be
             considered to be equity for purposes of this
             clause only;".

    3.25      The Lender consents to the Company entering
into the Fourth Amendment to the Securities Purchase
Agreement and consummating the transactions contemplated
thereby including, without limitation, for the purpose of
Sections 7.7 and 7.12 of the Loan Agreement, as amended.

   IN WITNESS WHEREOF, the parties hereto have duly
   executed this Agreement as of the day and year first set
   forth above.

   ASCENT PEDIATRICS, INC.

   By:
       Name:
       Title:


   ALPHARMA USPD INC.

   By:
       Name:
       Title:


   ALPHARMA INC.

   By:
       Name:
       Title:


   STATE STREET BANK AND TRUST COMPANY

   By:
       Name:
       Title: