SECOND AMENDMENT TO LOAN AGREEMENT


         THIS SECOND  AMENDMENT TO LOAN AGREEMENT (this  "Amendment") is entered
into as of the 11th day of March,  1999 by and among  LaSalle  National  Bank, a
national banking association ("Bank"), and each of K-V Pharmaceutical Company, a
Delaware corporation ("K-V"),  Particle Dynamics,  Inc., a New York corporation,
and Ethex Corporation, a Missouri corporation (collectively, the "Borrowers").

                              W I T N E S S E T H:

         WHEREAS,  Bank and Borrowers  entered into that certain Loan  Agreement
dated as of June 18, 1997,  as amended by that certain  First  Amendment to Loan
Agreement dated as of October 28, 1998 (collectively,  the "Agreement"), and now
desire to amend such  Agreement  pursuant  to this  Amendment  to,  among  other
things,  advance a new secured term loan to K-V in the original principal amount
of Two Million  Three  Hundred  Thousand  Dollars  ($2,300,000)  and (ii) modify
certain financial covenants.

         NOW,  THEREFORE,  for and in  consideration  of the premises and mutual
agreements  herein contained and for the purposes of setting forth the terms and
conditions of this Amendment,  the parties,  intending to be bound, hereby agree
as follows:

         1. Incorporation of the Agreement.  All capitalized terms which are not
defined  hereunder  shall have the same meanings as set forth in the  Agreement,
and the  Agreement,  to the  extent not  inconsistent  with this  Amendment,  is
incorporated  herein by this  reference as though the same were set forth in its
entirety.  To  the  extent  any  terms  and  provisions  of  the  Agreement  are
inconsistent  with the amendments set forth in Paragraph 2 below, such terms and
provisions shall be deemed superseded  hereby.  Except as specifically set forth
herein,  the Agreement  shall remain in full force and effect and its provisions
shall be binding on the parties hereto.

         2.  Amendment of the  Agreement.  The  Agreement  is hereby  amended as
follows:

         (a) The definitions of the terms  "Lakefront  Drive  Property",  "Metro
Court Properties", "Term Loan A", "Term Loan B", "Term Loan Commitment A", "Term
Loan  Commitment  B",  "Term Note A",  "Term Note B" and "Term Notes" are hereby
added to the Agreement in Paragraph 1.1 to read in their entirety as follows:

                  "Lakefront  Drive Property" means  that certain parcel of real
         property  owned by K-V  located at 13622  Lakefront  Drive,  St. Louis,
         Missouri.

                  "Metro Court  Properties"  means those certain parcels of real
         property  owned  by  K-V  located  at   10850-10862   Metro  Court  and
         10876-10888 Metro Court, respectively, in the City of Maryland Heights,
         St. Louis County, Missouri.


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                  "Term Loan A" means all Loans made under Term Loan  Commitment
         A.

                  "Term Loan B" means all Loans made under Term Loan  Commitment
         B.

                  "Term Loan  Commitment  A" shall have the meaning  assigned to
         such term in Paragraph 2.2(a) hereof.

                  "Term Loan  Commitment  B" shall have the meaning  assigned to
         such term in Paragraph 2.2(b) hereof.

                  "Term  Note A" means that  certain  Term Note dated as of June
         28, 1997 in the original principal amount of THREE MILLION FIVE HUNDRED
         THOUSAND DOLLARS ($3,500,000),  payable by K-V to Bank, as the same may
         be amended,  modified or  supplemented  from time to time, and together
         with any renewals thereof or exchanges or substitutes therefor.

                  "Term Note B" means that certain Term Note B dated as of March
         11, 1999 in the original  principal amount of TWO MILLION THREE HUNDRED
         THOUSAND DOLLARS ($2,300,000),  payable by K-V to Bank, as the same may
         be amended,  modified or  supplemented  from time to time, and together
         with any renewals thereof or exchanges or substitutes therefor.

                  "Term Note" or "Term  Notes" means  collectively,  Term Note A
         and Term Note B, unless the context shall otherwise require.

         (b) The definition of the terms  "Assignment of Rents",  "Environmental
Indemnity  Agreement",   "Fixed  Rate",  "Mortgaged  Properties",   "Mortgages",
"Notes", "Term Loan" and "Term Loan Maturity Date" appearing in Paragraph 1.1 of
the  Agreement  are hereby  amended and  restated  to read in their  entirety as
follows:

                  "Assignment of Rents" means those certain Assignments of Rents
         and Leases  between K-V and Bank for each of the Mortgaged  Properties,
         each  dated  as of  June  28,  1997  in the  case  of the  Metro  Court
         Properties and March 11, 1999 in the case of the Lakefront Property, as
         each of the same may be  amended,  modified  or  restated  from time to
         time.

                  "Environmental   Indemnity   Agreement"  means  those  certain
         Environmental Indemnity Agreements between K-V and Bank for each of the
         Mortgaged  Properties,  dated  as of June  28,  1997 in the case of the
         Metro Court  Properties and March 11, 1999 in the case of the Lakefront
         Property, as the same may be amended, modified or restated from time to
         time.

                  "Fixed Rate" means (a) eight and 53/100  percent  (8.53%) with
         respect  to Term  Note A and (b)  seven  95/100  percent  (7.95%)  with
         respect to Term Note B.


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<PAGE>

                  "Mortgaged  Properties"  means the Metro Court  Properties and
         the  Lakefront  Property  in which  K-V has  granted  a first  priority
         security interest to Bank pursuant to each of the Mortgages.

                  "Mortgages" means each of those certain Deeds of Trust made by
         K-V in favor of Bank for each of the Mortgaged  Properties  dated as of
         June 28,  1997 with  respect  to the Metro  Court  Properties  and that
         certain  Deed of Trust dated as of March 11,  1999 with  respect to the
         Lakefront  Property,  as each of the same may be  amended,  restated or
         modified from time to time.

                  "Notes" means,  collectively,  the Revolving Note, Term Note A
         and Term Note B.

                  "Term Loan" means, collectively,  Term Loan A and Term Loan B,
         unless the context in which such term is used shall otherwise require.

                  "Term Loan Maturity Date" means: (i) with respect to Term Loan
         A,  the  earlier  to occur  of (A)  ninety  (90)  days  after  Bank has
         indicated in writing to K-V that it is unwilling to renew the Revolving
         Credit Commitment at the maturity  thereof,  (B) ninety (90) days after
         Borrowers  refinance the Revolving Loans with any other Person, and (C)
         June 18,  2002;  and (ii) with  respect to Term Loan B, the  earlier to
         occur of (A) ninety  (90) days after Bank has  indicated  in writing to
         K-V that it is unwilling to renew the  Revolving  Credit  Commitment at
         the maturity  thereof,  (B) ninety (90) days after Borrowers  refinance
         the Revolving Loans with any other Person, and (C) March 11, 2004.

         (c)  Paragraph  2.2 is  hereby  amended  and  restated  to  read in its
entirety as follows:

                  2.2      Term Loan Commitments.

                           (a) Term Loan  Commitment A. On the terms and subject
                  to the conditions set forth in this  Agreement,  Bank has made
                  Term Loan A to K-V in the original  principal  amount of THREE
                  MILLION FIVE HUNDRED THOUSAND DOLLARS  ($3,500,000) (the "Term
                  Loan Commitment A").  Amounts borrowed in respect of Term Loan
                  A and  repaid may not be  reborrowed.  Term Loan A was used to
                  purchase the Metro Court Properties and for no other purpose.

                           (b) Term Loan  Commitment B. On the terms and subject
                  to the conditions set forth in this Agreement,  Bank agrees to
                  make Term Loan B to K-V in the  original  principal  amount of
                  TWO MILLION THREE HUNDRED THOUSAND DOLLARS ($2,300,000) ("Term
                  Loan Commitment B").  Amounts borrowed in respect of Term Loan
                  B and repaid may not be reborrowed.  Term Loan B shall be used
                  to purchase  the  Lakefront  Drive  Property  and for no other
                  purpose.

         (d) Paragraph 2.5 is hereby deleted in its entirety.

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         (e)  Paragraph  3.2 is  hereby  amended  and  restated  to  read in its
entirety as follows:

                  3.2      Term Notes.

                           (a) Term Note A. Term Loan A made by Bank  under Term
                  Loan  Commitment A is evidenced by Term Note A, payable to the
                  order  of Bank  in the  original  principal  amount  of  THREE
                  MILLION FIVE HUNDRED THOUSAND DOLLARS ($3,500,000). The unpaid
                  principal amount of Term Loan A shall bear interest and be due
                  and  payable as provided  in this  Agreement  and Term Note A.
                  Payments  to be made by K-V under Term Note A shall be made at
                  the time,  in the amounts and upon the terms set forth  herein
                  and therein.

                           (b) Term Note B.  Term Loan B made by Bank  under the
                  Term  Loan  Commitment  B shall be  evidenced  by Term Note B,
                  payable to the order of Bank in the original  principal amount
                  of TWO MILLION THREE HUNDRED  THOUSAND  DOLLARS  ($2,300,000).
                  The unpaid principal amount of Term Loan B shall bear interest
                  and be due and payable as provided in this  Agreement and Term
                  Note B.  Payments to be made by K-V under Term Note B shall be
                  made at the time,  in the amounts and upon the terms set forth
                  herein and therein.

         (f)  Paragraph  4.1(b) is hereby  amended  and  restated to read in its
entirety as follows:

                           (b) K-V hereby promises to pay interest on the unpaid
                  principal  amount of each Term Loan at a rate per annum  equal
                  to the  applicable  Fixed Rate for Term Loan A or Term Loan B,
                  as the case may be, for the period  commencing  on the date of
                  such Term Loan  until  such  Fixed  Rate Loan is paid in full.
                  Accrued  interest and principal on the  outstanding  principal
                  amount of each Term Loan shall be  payable  monthly in arrears
                  on the last  Business Day of each  calendar  month  commencing
                  immediately  in the case of Term Loan A and April 30,  1999 in
                  the case of Term Loan B, with a final  payment of accrued  and
                  unpaid interest due on the applicable Term Loan Maturity Date.
                  After the applicable Term Loan Maturity Date, accrued interest
                  and  principal  on each  such Term Loan  shall be  payable  on
                  demand.

         (g) Paragraph 5.11(a) is hereby amended and restated as follows:

                           5.11 Prepayment. (a) Term Loan Prepayments.  K-V may,
                  from time to time,  prepay the Loan  evidenced  by either Term
                  Note A or Term Note B in whole or in part prior to the date of
                  maturity  thereof and the same shall pay, subject to Paragraph
                  5.7 hereof,  the  Make-Whole  Amount (as defined below) plus a
                  prepayment  fee for each Term Loan to be pre-paid equal to (i)
                  two percent (2%) of the unpaid  principal  balance of the Term
                  Loan to  be pre-paid  prior to the first  (1st) anniversary of

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<PAGE>



                  the date  of  the  applicable  Term Note to  be pre-paid,  and
                  (ii) one percent (1%) of the unpaid  principal  balance of the
                  applicable  Term Loan to be pre-paid prior to the second (2nd)
                  anniversary  of the  date of the  applicable  Term  Note to be
                  pre-paid;  provided, however, that, prior to the occurrence of
                  an Event of Default,  such prepayment fee shall not be due and
                  payable upon  prepayment  under  circumstances  where Bank has
                  been  requested  by Borrowers  to renew the  Revolving  Credit
                  Commitment at the  expiration  or maturity  thereof and either
                  (a) Bank has  refused  to do so or (b) Bank has  offered  such
                  renewal  upon  terms  materially   different  and  adverse  to
                  Borrowers.  For the purposes hereof,  the "Make-Whole  Amount"
                  shall be the amount calculated as follows:

                  i.       There shall first be determined, as of the date fixed
                           for prepayment (the "Prepayment  Date"),  the amount,
                           if any, by which (A) the applicable Fixed Rate of the
                           Term  Loan to be  prepaid  exceeds  (B) the  yield to
                           maturity  percentage  for the United States  Treasury
                           Note (the "Treasury Note") maturing June, 2002 in the
                           case of Term  Note A and  March,  2004 in the case of
                           Term Note B, as published in The Wall Street  Journal
                           on the fifth  business day preceding  the  Prepayment
                           Date, plus (i) Two Hundred  Twenty-Five  basis points
                           (2.25%)  in the  case  of Term  Note  A, or (ii)  Two
                           Hundred  Fifty  basis  points  (2.50%) in the case of
                           Term Note B ((i) and (ii)  above are  referred  to as
                           the "Current Yield").  If (A) publication of The Wall
                           Street Journal is discontinued, or (B) publication of
                           the  Treasury  Note in The  Wall  Street  Journal  is
                           discontinued,  Bank,  in its sole  discretion,  shall
                           designate  another  daily  financial or  governmental
                           publication  of  national  circulation  to be used to
                           determine the applicable Current Yield;

                  ii.      The  difference  calculated  pursuant  to clause  (i)
                           above  shall  be   multiplied   by  the   outstanding
                           principal  balance  on such Term  Note to be  prepaid
                           hereof as of the Prepayment Date;

                  iii.     The product calculated  pursuant to clause (ii) above
                           shall be multiplied  by the quotient,  rounded to the
                           nearest  one-hundredth  of one  percent,  obtained by
                           dividing  (A) the  number of days from and  including
                           the  Prepayment  Date to and including the applicable
                           Maturity Date on such Term Note to be prepaid, by (B)
                           365; and

                  iv.      The sum  calculated  pursuant  to clause  (iii) above
                           shall  be  discounted  at  the  annual  rate  of  the
                           applicable  Current  Yield  on such  Term  Note to be
                           prepaid  to  the  present  value  thereof  as of  the
                           applicable  Prepayment  Date, on the assumption  that
                           said  sum  would  be   received   in  equal   monthly
                           installments  on  each  monthly  anniversary  of  the
                           applicable Prepayment Date prior to the Maturity Date
                           on such Term Note to be prepaid,  with the final such
                           installment  to be deemed  received  on the  Maturity


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                           Date on such Term Note to be prepaid;  provided  that
                           Borrowers  shall  not be  entitled  in any event to a
                           credit  against,  or a  reduction  of, the Debt being
                           prepaid if the applicable  Current Yield on such Term
                           Note to be prepaid  exceeds the Fixed Rate or for any
                           other reason.

         (h) The proviso at the  conclusion  of Paragraph  8.2(g)(iv) is amended
and restated to read in its entirety as follows:

                           provided,   however,   that  the  amount  of  Capital
                  Expenditures  may  exceed  the  limits  set  forth  above on a
                  cumulative  basis so long as the  aggregate  amount of Capital
                  Expenditures  are (a) made with funds  other than  proceeds of
                  Funded Debt classified as current  liabilities  under GAAP and
                  (b) at all  times  not in  excess  of  $7,900,000  plus 75% of
                  Borrower's net income, in accordance with GAAP, for the period
                  from the Closing Date and thereafter.

         (i) Any and all  references to the "Term Note" shall refer to the "Term
Notes," unless the context in which such term is used shall otherwise require.

         3.  Consent  Regarding  Proposed   Acquisition.   Notwithstanding   the
provisions of Paragraph  8.3(b) of the  Agreement to the  contrary,  Bank hereby
consents  to the  acquisition  by K-V of certain  of the assets of  Wyeth-Ayerst
Laboratories,  a division of American Home Products, a Delaware corporation,  in
accordance  with  the  terms  and  conditions  of that  certain  Asset  Purchase
Agreement  dated  as  of  February  11,  1999  (the  "Acquisition")  and  waives
compliance  with the  provisions of  Paragraphs  8.3(b) and  8.2(g)(iv)  for the
Acquisition  only,  provided (i) no Event of Default  exists or would exist with
the  passage  of time,  the giving of notice or both;  (ii) no more than  Thirty
Million Dollars ($30,000,000) of proceeds of the Revolving Credit Commitment are
utilized for the Acquisition; and (iii) the Borrowers repay at least Ten Million
Dollars  ($10,000,000)  of  outstanding  principal  under the  Revolving  Credit
Commitment  within forty-five (45) days of the date of the initial borrowing for
the Acquisition under the Revolving Credit Commitment.

         4.   Representations,   Covenants  and  Warranties;   No  Default.  The
representations,  covenants  and  warranties  set  forth in  Paragraph  8 of the
Agreement shall be deemed remade as of the date hereof by each Borrower,  except
that  any and all  references  to the  Agreement  in  such  representations  and
warranties  shall be deemed to include this  Amendment.  No Event of Default has
occurred and is continuing  and no event has occurred and is  continuing  which,
with the lapse of time, the giving of notice,  or both, would constitute such an
Event of Default under the Agreement.

         5. Fees and Expenses.  The  Borrowers  agree to pay on demand all costs
and  expenses  of or  incurred  by  Bank  in  connection  with  the  evaluation,
negotiation, preparation, execution and delivery of this Amendment and the other
instruments  and  documents  executed  and  delivered  in  connection  with  the
transactions  described  herein  (including  the filing or  recording  thereof),
including, but not limited to, the fees and expenses of counsel for the Bank and
any future amendments to the Agreement.  Borrowers also agree to pay to Bank, on
demand,  a closing fee equal to one  percent  (1.0%) of the  original  principal
amount of Term Loan Commitment B of $2,300,000, amounting to $23,000.

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         6. Delivery of Documents.  Notwithstanding any of the foregoing,  prior
to entering into this  Amendment,  Bank shall have  received from  Borrowers the
following fully executed documents,  in form and substance satisfactory to Bank,
and all of the  transactions  contemplated by each such document shall have been
consummated or each condition contemplated by each such document shall have been
satisfied:

         (a) Second Amendment to Loan Agreement;

         (b) Term Note B;

         (c) Missouri  Future  Advance Deed of Trust and Security  Agreement for
the Lakefront Drive Property;

         (d) Assignment of Rents and Leases for the Lakefront Drive Property;

         (e) Environmental Indemnity Agreement for the Lakefront Drive Property;

         (f)  Certificate  of Secretary  of each  Borrower  certifying  to board
resolutions evidencing each Borrower's authorization of the Amendment, Term Note
B, the real property collateral documents and incumbency of each Borrower;

         (g) Lender's Title Policy for the Lakefront Drive Property;

         (h) ALTA survey for the Lakefront Drive Property;

         (i) Gap-Personal Undertaking for the Lakefront Drive Property;

         (j) Officer's Certificate of each Borrower;

         (k)  Officer's  Certificate  with  respect to (i) the  purchase  of the
Lakefront Drive Property, (ii) consummation of the Acquisition of certain of the
assets of  Wyeth-Ayerst  Laboratories,  a division of American Home Products and
(iii) true and correct copies of all documentation relating to the Acquisition;

         (l) Legal opinion of Borrowers' counsel; and

         (m)  Such  other  documents,  opinions  or  certificates  as  Bank  may
reasonably request.


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         7. Effectuation.  The amendments to the Agreement  contemplated by this
Amendment shall be deemed effective  immediately upon the full execution of this
Amendment and without any further action required by the parties  hereto.  There
are  no  conditions  precedent  or  subsequent  to  the  effectiveness  of  this
Amendment.

         8.  Counterparts.  This  Amendment  may be  executed  in  two  or  more
counterparts,  each of  which  shall be  deemed  an  original,  and all of which
together shall constitute one and the same instrument.


                            [SIGNATURE PAGE FOLLOWS]

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         IN WITNESS  WHEREOF,  the parties hereto have duly executed this Second
Amendment to Loan Agreement as of the date first above written.


LASALLE NATIONAL BANK                       K-V PHARMACEUTICAL COMPANY


By:                                         By:
    --------------------------------            --------------------------------
Its:                                        Its:
    --------------------------------            --------------------------------

                                            PARTICLE DYNAMICS, INC.


                                            By:
                                                --------------------------------
                                            Its:
                                                --------------------------------

                                            ETHEX CORPORATION


                                            By:
                                                --------------------------------
                                            Its:
                                                --------------------------------