Exhibit 10.1

                    FIRST HORIZON PHARMACEUTICAL CORPORATION
                                 2000 STOCK PLAN


     1.  PURPOSE.  The  purpose of the 2000  Stock  Plan (the  "Plan") is to (a)
attract and retain  persons  eligible to  participate  in the Plan; (b) motivate
participants,  by means of appropriate incentives,  to achieve long-range goals;
and (c) further  identify  participants'  interests  with those of the Company's
shareholders through compensation that is based on the Company's common stock to
promote the long-term financial interest of the Company, including the growth in
value of the Company's  equity and the  enhancement of shareholder  return.  The
term  "Company"   means  First  Horizon   Pharmaceutical   Corporation  and  its
Subsidiaries.  The term "Code" shall mean the Internal  Revenue Code of 1986, as
amended, and any successor statute. The term "Subsidiary" shall have the meaning
set forth in Section 424(f) of the Code.

     2. TYPES OF GRANTS. The Plan Committee (as defined below) may, from time to
time, take the following action separately or in combination under the Plan:

          (a) grant  INCENTIVE  STOCK OPTIONS,  as defined in Section 422 of the
Code, as provided in Section 7 hereof;

          (b) grant NONQUALIFIED STOCK OPTIONS as provided in Section 8 hereof;

          (c) grant STOCK AWARDS as provided in Section 9 hereof; or

          (d) SELL SHARES as provided in Section 10 hereof.

     3.  ELIGIBILITY;   MAXIMUM  ANNUAL  GRANTS  TO  ANY  INDIVIDUAL.  Officers,
directors  employees,  advisors and consultants of the Company shall be eligible
to participate in the Plan at the  discretion of the Plan  Committee;  provided,
however,  that if and to the extent any state or federal  securities laws, rules
or regulations  limit the eligible  participants  to employees of the Company or
otherwise,  then the  eligible  participants  in such  jurisdiction  shall be so
limited under this Plan; and further  provided that only full-time  employees of
the Company may receive  incentive stock options.  To comply with Section 162(m)
of the Code,  the maximum  number of shares that may be covered by grants  under
this Plan to any one individual during any calendar year is no more than 500,000
shares.

     4. ADMINISTRATION.  The Plan shall be administered by a plan committee (the
"Plan  Committee")  established  by the  Board of  Directors  of  First  Horizon
Pharmaceutical Corporation (the "Board"), which shall appoint and remove members
of the Plan Committee in its  discretion  subject only to the  requirements  set
forth  herein.  The Plan  Committee  shall consist of two or more members of the
Board who are nonemployee  directors  within the meaning of Rule 16b-3 under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, if deemed
appropriate  are outside  directors  within the meaning of Section 162(m) of the
Code.  The Plan  Committee  shall  determine the meaning and  application of the


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provisions of the Plan and all grant agreements  executed pursuant thereto,  and
its  decisions  shall be  conclusive  and binding upon all  interested  persons.
Subject to the provisions of the Plan,  the Plan  Committee  shall have the sole
authority to  determine:  (a) the persons to whom grants shall be made;  (b) the
amount and nature of the grants; (c) the price to be paid for the Stock upon the
exercise  of each  option;  (d) the  period  within  which  each  option  may be
exercised; and (e) the other terms and conditions of the grants.

     5. NUMBER OF SHARES  RESERVED  UNDER PLAN.  The Company  shall  reserve for
issuance  under  the Plan  2,000,000  shares of  Common  Stock of First  Horizon
Pharmaceutical Corporation ("Stock") or the number of shares of Stock, which, in
accordance  with  the  provisions  of  Section  6 below,  shall  be  substituted
therefor.  If an option,  stock award or stock sale granted under the Plan shall
expire or  terminate  for any reason  without  having been  exercised in full or
without  having been  vested,  shares  subject to the  unexercised,  unvested or
forfeited portion thereof shall again be available for the purposes of the Plan;
provided,  however, that the availability of any such shares shall be subject to
the provisions of Section 162(m) of the Code.

     6.  ADJUSTMENT  TO NUMBER OF SHARES  AND  EXERCISE  PRICE.  In the event of
changes  in the  outstanding  Stock by  reason  of stock  dividends,  split-ups,
consolidations,   recapitalizations,   reorganizations  or  similar  events  (as
determined by the Plan  Committee),  an appropriate  adjustment shall be made by
the Plan  Committee  in the  number of shares  reserved  under the Plan,  in the
number of shares set forth in  Section 5 above,  in the number of shares and the
option price per share  specified in any stock option  agreement with respect to
any unpurchased  shares, and the maximum number of shares that may be covered by
grants  under this Plan to any one  individual  during any  calendar  year.  The
determination of the Plan Committee as to what  adjustments  shall be made shall
be conclusive.  Adjustments for any options to purchase  fractional shares shall
also be determined by the Plan  Committee.  The Plan Committee shall give prompt
notice to all grantees of any adjustment pursuant to this Section.

     7. INCENTIVE STOCK OPTIONS. It is intended that options granted pursuant to
this Section 7 qualify as incentive  stock  options as defined in Section 422 of
the Code.  Incentive  stock  options  shall be granted  only to employees of the
Company.  Each  stock  option  shall  be  subject  to the  following  terms  and
conditions and to such other terms and conditions not inconsistent  therewith as
the  Plan  Committee  may deem  appropriate  and may be set  forth in the  grant
agreement:

          (a)  Limitation  on  Amount  of  Incentive   Stock  Options   Becoming
Exercisable   in  Any  One  Calendar  Year.  The  aggregate  Fair  Market  Value
(determined as of the time the option is granted) of Stock with respect to which
incentive stock options are exercisable for the first time by the grantee during
any calendar year (under the Plan and all other  incentive stock option plans of
the Company) shall not exceed $100,000.

          (b) Incentive Stock Option Price.  The price to be paid for each share
of Stock upon the exercise of each incentive stock option shall be determined by
the Plan  Committee at the time the option is granted,  but shall in no event be
less than 100% of the Fair Market Value (as defined  below) of the shares on the
date the option is granted,  or not less than 110% of the Fair  Market  Value of
such shares on the date such option is granted in the case of an individual then
owning  (within the meaning of Section  424(d) of the Code) more than 10% of the
total  combined  voting  power of all  classes of stock of the Company or of its
parent or Subsidiaries. The "date the option is granted" means the date on which


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the Plan  Committee  authorizes  the grant of an option  under  this  Plan.  For
purposes of  determining  the "Fair Market Value" of a share of Stock under this
Plan, the following rules shall apply:

                    (i)       If the Stock is at the time  listed or admitted to
                              trading  on  any  stock  exchange  (including  the
                              Nasdaq  National  Stock  Market),  then the  "Fair
                              Market Value" shall be the mean between the lowest
                              and highest  reported  sale prices of the Stock on
                              the date in question on the principal  exchange on
                              which the  Stock is then  listed  or  admitted  to
                              trading.  If no reported sale of Stock takes place
                              on the date in question on the principal exchange,
                              then the reported  closing sale price of the Stock
                              on such date on the  principal  exchange  shall be
                              determinative of "Fair Market Value."

                    (ii)      If the Stock is not at the time listed or admitted
                              to trading on a stock  exchange,  the "Fair Market
                              Value"  shall  be the  mean  between  the  closing
                              reported  sale  price of the  Stock on the date in
                              question in the over-the-counter market.

                    (iii)     In the  absence of an  established  market for the
                              Common Stock,  the Fair Market Value thereof shall
                              be determined in good faith by the Committee.

          (d)  Limitation  on Duration of Incentive  Stock  Options.  The period
within which an incentive  stock option may be exercised  shall be determined by
the Plan Committee at the time the option is granted; provided, however, that in
no event shall any incentive stock option granted  hereunder be exercisable more
than ten years  from the date the option  was  granted  nor more than five years
from the date the option was  granted in the case of an  individual  then owning
(within  the  meaning of Section  424(d) of the Code) more than 10% of the total
combined voting power of all classes of stock of the Company.

          (e) Payment for Stock upon  Exercise  of Option.  The option  exercise
price for each share of Stock  purchased  under a stock  option shall be paid in
full at the time of purchase.  The payment of the exercise price of an incentive
stock option granted shall be subject to the following:

                    (i)       The  full  exercise  price  for  shares  of  Stock
                              purchased  upon the  exercise of any stock  option
                              shall be paid at the time of such exercise (except
                              that,  in  the  case  of an  exercise  arrangement
                              approved by the Plan  Committee  and  described in
                              paragraph 6(e)(iii) below,  payment may be made as
                              soon as practicable after the exercise).

                    (ii)      The exercise  price shall be payable in cash or by
                              tendering  (either  actually or, if and so long as
                              the Common Stock is registered under Section 12(b)
                              or 12(g) of the Exchange Act, by  attestation)  or
                              constructively surrendering Stock already owned by
                              the  grantee of the stock  option for at least six


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                              months (or any shorter or longer period  necessary
                              to avoid a charge to the  Company's  earnings  for
                              financial reporting purposes) having a Fair Market
                              Value  on the  day  prior  to the  stock  option's
                              exercise  date  equal  to the  aggregate  exercise
                              price.

                    (iii)     The Plan  Committee  may permit a  participant  to
                              elect to pay the exercise  price upon the exercise
                              of a stock option by  authorizing a third party to
                              sell shares of Stock (or a  sufficient  portion of
                              the shares)  acquired  upon  exercise of the stock
                              option  and  remit  to the  Company  a  sufficient
                              portion  of the sale  proceeds  to pay the  entire
                              exercise price and any tax  withholding  resulting
                              from such  exercise,  or the Company may choose to
                              retain such shares in satisfaction of the exercise
                              price and any tax withholding.

     8. NONQUALIFIED STOCK OPTIONS. Each nonqualified stock option granted under
the Plan shall be evidenced by a stock  option  agreement  between the person to
whom such option is granted and the Company.  Such stock option  agreement shall
provide that the option is subject to the following  terms and conditions and to
such other terms and conditions not inconsistent therewith as the Plan Committee
may deem appropriate and may be set forth in the grant agreement:

          (a)  Nonqualified  Stock Option  Price.  The price to be paid for each
share of  Stock  upon the  exercise  of a  nonqualified  stock  option  shall be
determined  by the Plan  Committee  at the time the  option is  granted.  To the
extent  that the Fair  Market  Value of Stock is  relevant to the pricing of the
option by the Plan Committee, Fair Market Value of the Stock shall be determined
as set forth in Section 7(b) above.

          (b) Limitation on Duration of  Nonqualified  Stock Option.  The period
within which a nonqualified stock option may be exercised shall be determined by
the Plan Committee at the time the option is granted, but in no event shall such
period exceed 10 years from the date the option is granted.

          (c) Payment for Stock upon Exercise of Nonqualified  Stock Option. The
option  exercise  price for each share of Stock  purchased  under a nonqualified
stock  option shall be paid in full at the time of purchase and shall be subject
to the terms and provisions of Section 7(e) above.

     9. STOCK AWARDS. The Plan Committee may award Stock under the Plan as stock
bonuses. Stock awarded as a bonus shall be subject to the terms, conditions, and
restrictions  determined by the Plan  Committee.  The  restrictions  may include
restrictions concerning  transferability,  voting, repurchase by the Company and
forfeiture of the shares of Stock awarded, together with such other restrictions
as may be  determined by the Plan  Committee.  If shares of Stock are subject to
forfeiture,  all  dividends  or other  distributions  paid by the  Company  with
respect to the shares of Stock shall be retained by the Company until the shares
of Stock are no longer  subject to  forfeiture,  at which  time all  accumulated
amounts  shall be paid to the  recipient.  The Plan  Committee  may  require the
recipient to sign an agreement as a condition of the award,  but may not require
the recipient to pay any monetary  consideration other than amounts necessary to
satisfy  tax  withholding  requirements.  The  agreement  may contain any terms,


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conditions,  restrictions,  representations  and warranties required by the Plan
Committee.  The  certificates  representing  the shares  awarded  shall bear any
legends required by the Plan Committee.  Unless otherwise determined by the Plan
Committee,  shares awarded as a stock bonus to an officer or director may not be
sold until six months after the date of the award.  Upon the issuance of a stock
award,  the number of shares of Stock reserved for issuance under the Plan shall
be reduced by the number of shares of Stock issued.

     10. SALE OF STOCK.  The Plan  Committee  may issue Stock under the Plan for
such  consideration  (including  promissory notes and services) as determined by
the Plan  Committee.  Stock issued under the Plan shall be subject to the terms,
conditions and restrictions  determined by the Plan Committee.  The restrictions
may include restrictions concerning  transferability,  voting, repurchase by the
Company  and  forfeiture  of  the  shares  issued,   together  with  such  other
restrictions as may be determined by the Plan Committee.  If shares of Stock are
subject to  forfeiture  or  repurchase  by the Company,  all  dividends or other
distributions  paid by the Company  with respect to the shares of Stock shall be
retained  by the  Company  until the  shares of Stock are no longer  subject  to
forfeiture or repurchase, at which time all accumulated amounts shall be paid to
the recipient.  All Stock issued pursuant to this Section 10 shall be subject to
a purchase or subscription agreement, which shall be executed by the Company and
the  prospective  recipient of the shares prior to the delivery of  certificates
representing  such shares to the recipient.  The purchase  agreement may contain
any terms, conditions, restrictions,  representations and warranties required by
the Plan Committee. The certificates representing the shares of Stock shall bear
any legends  required by the Plan  Committee.  Upon the  issuance of Stock under
this Section 10, the number of shares of Stock  reserved for issuance  under the
Plan shall be reduced by the number of shares of Stock issued.

     11.  NONTRANSFERABILITY.  The options granted pursuant to the Plan shall be
nontransferable  except by will or the laws of descent and  distribution  of the
state or county of the  grantee's  domicile at the time of death,  or, except in
the case of incentive stock options,  pursuant to a qualified domestic relations
order  defined  under  the Code or  Title I of the  Employee  Retirement  Income
Security Act, and shall be exercisable during the grantee's lifetime only by him
(or, except with respect to incentive  stock options,  in the case of a transfer
pursuant to a qualified  domestic  relations order, by the transferee under such
qualified  domestic  relations  order) and after  grantee's  death, by grantee's
personal  representative  or by the person entitled thereto under grantee's will
or the laws of intestate succession.

     12. EFFECT OF  TERMINATION  OF GRANTEE'S  EMPLOYMENT OR OTHER  RELATIONSHIP
WITH COMPANY. Upon termination of the grantee's employment or other relationship
with the  Company,  grantee's  rights to exercise  vested  options  then held by
grantee  shall be as follows,  except  that to the extent such  periods are more
restrictive  in the  grantee's  agreement  with the Company  the shorter  period
specified in the agreement shall apply:

          (a) Death of Grantee.  Upon the death of a grantee,  any vested option
may be  exercised  (to the extent  exercisable  on the date of death)  within 12
months  following  the date of death or within such  shorter  period as the Plan
Committee as the Plan Committee shall prescribe in the option agreement,  by the
grantee's  representative or by the person entitled thereto under grantee's will
or the laws of intestate succession.



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          (b) Disability of Grantee.  Upon the disability (within the meaning of
Section  22(e)(3) of the Code) of a grantee,  any vested option may be exercised
(to the  extent  exercisable  as of the date of  disability),  within  12 months
following disability,  or within such shorter period as the Plan Committee shall
prescribe in the option agreement.

          (c) Other Termination.  In the event an officer,  director or employee
ceases to serve as an  officer  or  director  or  employee  of the  Company or a
nonemployee  ceases to provide services to the Company for any reason other than
as set  forth in (a) and (b),  above,  any  option  which  grantee  holds  shall
terminate  at either  (i) 60 days after the date a  grantee-employee  employment
terminates or a grantee-nonemployee  ceases providing services to the Company or
(ii) such later date as  determined  by the Plan  Committee and set forth in the
grant agreement for any grants other than incentive stock options. The foregoing
shall not extend any option or beyond the term specified in the grant  agreement
and such option shall be exercisable only to the extent  exercisable at the date
of termination of employment or cessation of services. The Plan Committee may in
its sole discretion permit the grantee of incentive stock options in whole or in
part to convert such options into nonqualified stock options prior to expiration
of the incentive stock options.

     13.  CHANGE OF  CONTROL.  Upon the  occurrence  of a Change in Control  (as
hereinafter  defined):  All  outstanding  options  granted under this Plan shall
become fully  vested and  exercisable  and all Stock  awarded or sold under this
Plan  shall  become  fully  vested.  "Change of  Control"  means a change in the
beneficial  ownership  of  the  Company's  voting  stock  or  a  change  in  the
composition of the Board which occurs as follows:

          (a) The  acquisition  (other than by a direct  purchase of shares from
First Horizon Pharmaceutical Corporation ("Horizon")) by any "person," including
a  "syndication"  or  "group",  as those  terms are used in Section  13(d)(3) or
14(d)(2) of the Exchange Act, of securities of  representing  20% or more of the
combined voting power of Horizon's then outstanding voting securities,  which is
any security that ordinarily  possesses the power to vote in the election of the
Board of Directors of a corporation without the happening of any precondition or
contingency;

          (b) Horizon is merged or  consolidated  with another  corporation  and
immediately  after giving effect to the merger or consolidation  either (i) less
than 80% of the  outstanding  voting  securities  of the  surviving or resulting
entity are then  beneficially  owned in the aggregate by (x) the stockholders of
Horizon  immediately prior to such merger or  consolidation,  or (y) if a record
date has been set to determine the  stockholders of Horizon  entitled to vote on
such  merger or  consolidation,  the  stockholders  of Horizon as of such record
date;

          (c) If at any time during a calendar  year a majority of the directors
of Horizon are not persons who were  directors at the  beginning of the calendar
year; or

          (d)  Horizon  transfers  substantially  all of its  assets to  another
corporation which is a less than 80% owned subsidiary of Horizon.



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     14. SECURITIES LAW REQUIREMENTS.  The Company's  obligation to issue shares
of its Stock upon exercise of an option upon the grant of Stock awards,  or upon
the sale of Stock is expressly conditioned upon the completion by the Company of
any  registration  or other  qualification  of such  shares  under  any state or
federal law or rulings and regulations of any government  regulatory body or the
making  of  such  investment   representations  or  other   representations  and
undertakings  by the grantee or the recipient,  as the case may be (or grantee's
legal  representative,  heir or legatee, as the case may be), in order to comply
with the  requirements  of any  exemption  from any such  registration  or other
qualification of such shares which the Company in its sole discretion shall deem
necessary  or  advisable.  The  Company  may  refuse to permit the sale or other
disposition of any shares acquired pursuant to any such representation  until it
is satisfied that such sale or other  disposition  would not be in contravention
of applicable state or federal securities law.

     15. TAX MATTERS.  As a condition to the exercise of an option,  the vesting
or award of a Stock bonus or the vesting or sale of shares of Stock, the Company
may require the grantee to pay over to the Company all applicable federal, state
and local taxes which the Company is required to withhold.  At the discretion of
the Plan  Committee  and upon the request of an grantee,  the minimum  statutory
withholding  tax  requirements  may be satisfied by the withholding of shares of
Stock otherwise  issuable to the grantee upon the exercise of an option.  In the
event grantee makes an 83(b) election under Code with respect to any grant under
the Plan, or disposes of an incentive stock option in a transaction deemed to be
a disqualifying  disposition under Section 421 of the Code, then, within 30 days
of such 83(b) election or  disqualifying  disposition,  the grantee shall inform
the Company of such actions.

     16.  AMENDMENTS  TO PLAN.  The Board of Directors may amend the Plan at any
time, except that:

          (a) The number of shares of Stock which may be reserved  for  issuance
under the Plan  shall not be  increased  except as  provided  in Section 6 above
without shareholder approval;

          (b) The option price per share of Stock  subject to incentive  options
may not be fixed at less than 100% of the Fair Market  Value of a share of Stock
on the date the option is granted;

          (c) The expiration date of this Plan may not be extended;

          (d) The maximum  period of ten (10) years during which the options may
be exercised may not be extended;

          (e) The class of persons  eligible to receive grants under the Plan as
set forth in Section 3 shall not be changed without shareholder approval; and

          (f) The benefits  accruing to participants  under this Plan may not be
materially increased.



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Except as otherwise  provided in this Plan,  in no event may action by the Board
or shareholders to amend this Plan alter or impair the rights of a then existing
grantee,  without  grantee's  consent,  under any stock  option,  award or right
previously granted to him hereunder.

     17.  EFFECTIVE  DATE OF PLAN;  DURATION  OF PLAN.  This Plan  shall  become
effective upon the approval of the  stockholders  of the Company (the "Effective
Date");  provided,  however,  that to the extent that grants are made under this
Plan prior to its approval by the  stockholders,  the grants shall be contingent
on approval of the Plan by the stockholders of the Company at such meeting.  The
Plan shall have a duration of ten years from the Effective  Date;  provided that
in the event of Plan termination, the Plan shall remain in effect as long as any
unexercised or unvested  grants under it are  outstanding.  No grant may be made
under the Plan on a date that is more than ten years from the Effective Date.

     18. GRANT  AGREEMENTS.  Each option granted and each Stock award or sale of
shares  of Stock  under  the Plan  shall be  evidenced  by a  written  agreement
("Agreement")  executed by the Company and  accepted by the  grantee,  which (i)
shall contain each of the provisions and agreements herein specifically required
to be  contained  therein or a copy of this Plan  attached  as an exhibit to the
Agreement,  (ii) if applicable,  shall indicate  whether such option is to be an
incentive  stock option or a  nonqualified  stock option,  and if it is to be an
incentive  stock option,  such  Agreement  shall  contain  terms and  conditions
permitting  such option to qualify for  treatment as an  incentive  stock option
under Section 422 of the Code (by reference to the Plan or otherwise), (iii) may
contain  the  agreement  of the grantee to remain in the employ of, or to render
services  to,  the  Company  for a period of time to be  determined  by the Plan
Committee  (or such  terms may be  included  in a  separate  agreement  with the
Company),  and (iv) may  contain  such other  terms and  conditions  as the Plan
Committee deems desirable that are consistent with the Plan.

     19. NO IMPLIED  RIGHT OF  EMPLOYMENT.  Nothing in this Plan or in any grant
hereunder shall confer upon any recipient any right to continue in the employ of
the  Company  or to  continue  to perform  services  for the  Company,  or shall
interfere  with or restrict in any way the rights of the Company to discharge or
terminate any officer, director,  employee,  advisor,  independent contractor or
consultant at any time for any reason whatsoever, with or without good cause.




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