EXCLUSIVE LICENSE AGREEMENT

         THIS AGREEMENT, made as of the 1st day of April, 1999 by and between:

               VICTOR M. HERMELIN,  a United States citizen;  having a residence
               at 1722 Baxter Forest Valley Court, Chesterfield. Missouri, 63005
               ("LICENSOR");

               and

               K.V.  PHARMACEUTICAL  COMPANY,  a  Delaware  corporation,  United
               States of America whose principal place of business is 2503 South
               Hanley Road, St- Louis, Missouri 63144 ("LICENSEE").

         WITNESSTH that:

         WHEREAS,   LICENSOR  is  the  sole  owner  of  Licensed  Patent  Rights
(hereinafter  defined)  and has  developed  and is the sole  owner of  Technical
Information  (hereinafter  defined),  all of which  cover and relate to Licensed
Products (hereinafter defined); and

          WHEREAS,  LICENSEE wishes to obtain exclusive licenses (exclusive even
as to the  LICENSOR)  in and to the  Licensed  Patent  Rights and the  Technical
Information throughout the world, and LICENSOR is willing to grant such licenses
to LICENSEE, all subject to the terms and conditions of this Agreement;

          THEREFORE,  in  consideration  of the  foregoing  premises,  which are
hereby made a part of the terms and conditions of this Agreement, and the mutual
covenants recited hereinafter, it is agreed as follows:

ARTICLE 1:  DEFINITIONS

         As used throughout  this  Agreement,  each of the following terms shall
have the meaning set forth in this Article I

         1.01 "Effective Date" means the date first written above.

         1.02.  "Licensed  Patent Rights" means the patents and applications for
patent, and any patents issuing on such  applications,  which LICENSOR has filed
or hereafter files in any country of the world and patents issuing thereon which
relate to Licensed  Products  and the method of use or  manufacture  of Licensed
Products,  including  (but not limited  to) the patents and patent  applications
listed in Appendix A, and any continuations or reissues  thereof,  including any
prior  continuation-in-part  or divisional patent application  thereof,  and any
patent granted upon any of such patent applications and all foreign counterparts
and extensions thereof.

         1.03.  "Licensed Products" means products  incorporating  uneven dosing
technology  developed by LICENSOR which fall within the scope of any one or more
valid and enforceable Licensed Patent Rights.

         1.04.  "Technical  Information"  means  all  LICENSOR  know-how,  data,
including raw data and other  information or  improvements,  in existence on the
date  hereof  which  is  pertinent  to  the  Licensed   Patent  Rights  and  the
development,  testing,  registration,  manufacture,  use  or  sale  of  Licensed
Products.

         1.05.  "Territory" means the United States of America and every country
in the world or such lesser  number of countries as am  designated in writing at
the sole election of LICENSEE.

ARTICLE 2:  GRANT OF LICENSE

         2.01. Licensed Patent Mitts: LICENSOR hereby grants and agrees to grant
to LICENSEE an exclusive license (exclusive even as to LICENSOR), with the right
to grant sub-licenses, under the Licensed Patent Rights.

         2.02. Technical Information: LICENSOR hereby grants and agrees to grant
to LICENSEE an exclusive license (exclusive even as to LICENSOR), with the right
to grant sub-licenses, to use the Technical Information to make, have made, use.
sell and/or distribute Licensed Products throughout the Territory.

ARTICLE 3:  ROYALTIES

         3.01.  Ongoing  Royalty:  Subject to the terms and  conditions  of this
Article 3, LICENSEE  shall pay or cause to the paid to LICENSOR  during the term
of this Agreement  royalties equal to: (a) 10% of all royalties and/or milestone
payments  actually  paid to LICENSEE  by any  unaffiliated  sub-licensee  of the
Licensed  Patent  Rights;  and (b) 2% of all net  sales  (after  all  discounts,
rebates,  chargebacks,  returns, credits and allowances) of Licensed products by
Licensee and its affiliates.

         3.02.  Invalidity of Patent:  Should any patent  licensed  hereunder be
declared invalid or limited in scope or rendered  unenforceable by a decision of
a court or other tribunal of competent  jurisdiction in the country in which the
patent was granted  which is binding on all persons in all parts of said country
and from which no appeal is or can be taken,  then the construction  placed upon
said  patent by said court or other  tribunal  shall be  followed by the parties
hereto from and after the date of entry of said  decision  and  royalties  shall
thereafter be payable to LICENSOR in accordance with such  construction  for the
country in which the decision was rendered.

ARTICLE 4:  RECORDS AND PAYMENTS

         4.01.  Quarterly  Reports and Payments:  Not later than sixty (60) days
after the first  calendar  quarter  with  respect to which  royalties  are first
payable to LICENSOR by LICENSEE under Section 3.01 and sixty (60) days after the
end of any  subsequent  calendar  quarter  during  the  term of this  Agreement,
LICENSEE  shall  deliver or cause to be delivered  to LICENSOR a written  report
showing all royalties and milestone  payments received by LICENSEE and all sales
of Licensed  Products by LICENSEE during the preceding  quarterly period and the
amount payable as royalties to LICENSOR thereon under Section 3.01. Concurrently
with the submission of each such written report,  LICENSEE shall pay or cause to
be paid to LICENSOR the amount of royalties  shown to be due thereon  under this
Agreement at the address of LICENSOR first set forth above or such other address
as shall be specified to LICENSEE in writing by LICENSOR.

         4.02.  Currency of Payment:  Unless  otherwise agreed to by the parties
hereto,  royalties shall be remitted in the currency of the United States.  Such
royalties shall be first determined in the currency of the country in which they
are earned and then  converted to its  equivalent  in the currency of the United
States.

         4.03. Taxes Withhold:  Any income or other tax that LICENSEE is legally
required to withhold and pay on behalf of LICENSOR with respect to the royalties
payable to LICENSOR under this  Agreement  shall be deducted from said royalties
prior to remittance to LICENSOR.

         4.04. Records: LICENSEE shall keep or cause to be kept accurate records
in sufficient detail to enable the royalties payable hereunder to be determined.

ARTICLE 5:  PATENT PROSECUTION AND MAINTENANCE

         5.01. Prosecution:  LICENSEE agrees that it will file and prosecute, at
its  own  expense,   any  applications,   reissue   applications,   divisionals,
contributions and  continuations-in-part  as are determined by LICENSEE,  in its
sole and absolute discretion, to be necessary or desirable for patent protection
with  respect to the  Licensed  Patent  Rights in the United  States and in such
foreign countries as LICENSEE  determines,  in its sole and absolute discretion,
to be  necessary  or  desirable.  LICENSOR  shall  have  the  right  to file and
prosecute,   at  his  own  expense,  any  applications,   reissue  applications,
divisionals,   continuations  and  continuations-in-part  with  respect  to  the
Licensed  Patent  Rights  as are  determined  by  LICENSOR  to be  necessary  or
desirable but which are not filed or prosecuted by LICENSEE.

         5.02.  Expenses:  LICENSEE shall pay the governmental  fees and charges
necessary to maintain in force all issued  patents  within the  Licensed  Patent
Rights  as  are  filed  or  prosecuted  by  LICENSEE.  LICENSOR  shall  pay  the
governmental  fees and  charges  applicable  to file and  prosecute  such patent
rights by LICENSOR.

ARTICLE 6:  CONFIDENTIALITY

         6.01.  Obligation  of  Confidentiality:  All Technical  Information  of
LICENSOR  disclosed to LICENSEE shall be held in confidence and not disclosed by
LICENSEE to any third party,  except that LICENSEE may disclose such information
to  its   officers  and   employees,   sub-licensees,   advisors,   governmental
authorities,  and consultants  who are under a similar  obligation of secrecy in
furtherance of the purposes of this Agreement and otherwise as may be determined
by LICENSEE,  in its sole and absolute  judgment to be necessary or desirable to
achieve the purposes contemplated by this Agreement; provided, however, that the
foregoing obligation of confidentiality  assumed by LICENSEE hereunder shall not
apply to: any of the Technical Information that: (i) was known by LICENSEE prior
to its  disclosure  by  LICENSOR;  (ii) is or  becomes  available  to the public
through  no  breach of this  Agreement  by  LICENSEE;  or (iii) is  received  by
LICENSEE or its  sub-licensees  in good faith from a third party who has a right
to disclose the same.

         6.02  Term  of  Obligation  of  Confidentiality:   The  obligations  of
confidentiality in this Article 6 shall remain in effect during the term of this
Agreement.

ARTICLE 7:  INFRINGEMENT

         7.01.  Infringement Actions:  LICENSEE and LICENSOR shall each promptly
notify  the  other  of  any  infringement  of  the  Licensed  Patent  Rights  or
unauthorized  use of the  Technical  Information  which  may  come to its or his
attention  LICENSEE may undertake  such efforts as are determined by LICENSEE to
be  appropriate  to obtain a  discontinuance  of the aforesaid  infringement  or
unauthorized  use. If LICENSEE does not undertake to obtain a discontinuance  of
the or  unauthorized  use or is not successful in its efforts to do so, LICENSOR
may at his option bring suit against such infringer or  unauthorized  user. With
respect to any legal action that may be taken in accordance with this Article 7,
it is  understood  and agreed that the party to this  Agreement  that takes such
action shall bear solely all costs and expenses associated therewith.

         7.02.  Infringement  of Third Party Patent;  Alleged  Invalidity:  Each
party  hereto  shall  notify the other  promptly  in the event of the receipt of
notice  of any  action,  suit or claim  alleging  infringement  by any  Licensed
Product of any patent held by a third party or claiming  the  invalidity  of any
Licensed  Patent Right.  LICENSEE may elect to control any legal action or claim
so instituted.

         If, as a result of any judgment or settlement,  it is determined that a
claim or claims by a third party  dominate the  manufacture,  use or sale of the
Licensed  Product  and  LICENSEE  or its  sub-licensees  is required to make any
payments to any third party as a result  thereof,  LICENSEE  may offset all such
payments  against any present and/or future  payment  obligations it may have to
LICENSOR.

ARTICLE 8:  TERMINATION

          8.01 Term:  This  Agreement is effective as of the Effective  Date and
shall unless  terminated  earlier by one of the parties in  accordance  with its
terms,  expire as to each country in the  Territory 25 years from the  Effective
Date.

          8.02 Right to Terminate for Breach:  This  Agreement may be terminated
by either party to this  Agreement if the other party commits a material  breach
of any of the terms or conditions  hereof and does not remedy such breach within
ninety (90) days after receipt of a written demand therefor.

         8.03.  Right to Royalties:  The  termination  of this Agreement for any
reason shall not prejudice  LICENSOR's  rights to royalties due it hereunder and
unpaid of the effective date of termination, or to any examination of LICENSEE's
records for any period as herein provided.

ARTICLE 9:  GENERAL

         9.01.  Assignability:  Neither  LICENSOR nor LICENSEE shall assign this
Agreement or its rights and obligations  under this Agreement  without the prior
written  consent of the other party,  which  consent  shall not be  unreasonably
withheld;  provided  however,  either  party  shall be  allowed  to assign  this
Agreement and its rights under this  Agreement in whole or in part to any of its
respective  Affiliates  and LICENSOR may assign this Agreement to a purchaser of
substantially all of the business of LICENSOR to which it relates.

         9.02. Non-Waiver: The waiver by either of the parties to this Agreement
of any breach of any provision  hereof by the other party shall not be construed
to be a waiver of any  succeeding  breach of such  provision  or a waiver of the
provision itself.

         9.03.  Governing Law: This Agreement shall be governed by and construed
and interpreted under the laws of the State of Delaware.

         9.04.  Notices:  Notices required or otherwise given hereunder shall be
given by hand  delivery  or by posting  registered,  certified  or Express  mail
postage prepaid, or by telefax, confirmed by certified mail, postage prepaid, or
by next  business day delivery  service to the third party at its or his address
set forth at the  beginning of this  Agreement or otherwise at the address as to
which the party has given such notice  thereof to the other.  Such notices shall
be deemed given upon receipt.

         9.05.  Force  Majeure:  No failure or omission by the parties hereto in
the  performance of any obligation of this Agreement shall be deemed a breach of
this Agreement nor shall it create any  liability,  if the same shall arise from
any cause or causes beyond the reasonable control of the affected party, whether
or not  foreseeable,  including,  but not limited to, the  following,  which for
purposes of this Agreement  shall be regarded as beyond the control of the party
in  question:  acts of God;  acts or  omissions  of any  government;  any rules,
regulations  or orders issued by any  governmental  authority or by any officer,
department agency or instrumentality  thereof;  fire; storm; flood;  earthquake;
accident; war; rebellion; insurrection; riot; invasion; strikes; and lockouts or
the  like;  provided  that  the  party  so  affected  shall  use its  reasonable
commercial  efforts to avoid or remove such causes of nonperformance  (but shall
not be required to incur any  extraordinary  expense or commence or continue any
legal action) and shall continue performance  hereunder whenever such causes are
removed.

         9.06. Headings: The headings appearing herein have been inserted solely
for the convenience of the parties hereto and shall not affect the construction,
meaning or interpretation of this Agreement of any of its terms and conditions.

         9.07.   Integration:   The  terms  and  provisions  contained  in  this
Agreement,   including  the  Appendix,   constitute  the  entire  agreement  and
understanding between the parties to this Agreement with respect to the Licensed
Patent Rights and the Licensed  Products.  Neither party has relied or will rely
on any  representation  or agreement of the other except to the extent set forth
herein, and neither party shall be bound by or charged with any oral, written or
implied agreements, representations,  warranties, understandings, commitments or
obligations  not  specifically  set  forth  herein.  This  Agreement  may not be
released, discharged,  abandoned, changed or modified in any manner except by an
instrument in writing in which this Agreement is specifically  referenced signed
by a duly authorized officer or representative of each of the parties hereto.

<PAGE>

         IN  WITNESS  WHEREOF,  each  of the  parties  hereto  has  caused  this
instrument to be executed by it or its respective duly authorized representative
as of the day and year first above written.

KV Pharmaceutical Company



By:
    ------------------------------------
    Victor M. Hermelin

<PAGE>


                                    Exhibit A


         U.S.  Patent   Application   entitled   "Maximizing   Effectiveness  of
         Substances  Used To Improve Health and Well Being, to be filed April 2,
         1999, by Victor M. Hermelin.