FIRST AMENDMENT TO LOAN AGREEMENT


         THIS FIRST  AMENDMENT TO LOAN AGREEMENT  (this  "Amendment") is entered
into as of the 28th day of October,  1998 by and among LaSalle  National Bank, a
national  banking  association  ("Bank");  and  K-V  Pharmaceutical  Company,  a
Delaware corporation, 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 a Loan Agreement dated as of
June 18, 1997 (the "Agreement"), and now desire to amend such Agreement pursuant
to this  Amendment to, among other things,  increase the amount of the Revolving
Credit  Commitment  (as  defined  in the  Agreement)  to Forty  Million  Dollars
($40,000,000) and modify certain 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provisions shall be deemed superseded  hereby.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 definition of the term "EBITDA" appearing in Paragraph 1.1
of the Agreement is hereby  amended by adding the following  sentence at the end
of such definition:

                  In the event any Borrower  consummates an acquisition (whether
                  via stock purchase, asset purchase,  merger or otherwise) (the
                  Person or assets so acquired  being  referred to herein as the
                  "Acquired  Asset"),  EBITDA of Borrowers for the fiscal period
                  during which such acquisition  occurred and all other relevant
                  "trailing"  measuring  periods  shall be calculated to include
                  the EBITDA of the Acquired Asset on a pro-forma basis, for the
                  relevant  measuring  periods as if such  Acquired  Asset was a
                  Borrower  hereunder  at all  such  times,  to the  extent  the
                  results of operations of such Acquired Asset are not reflected
                  in Borrower's Financials.

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              (b) The  definition  of the term  "Funded  Debt  Ratio"  is hereby
appended to the Agreement in Paragraph 1.1 as follows:

                  "Funded Debt Ratio"  means,  as of any date,  the ratio of (i)
                  Funded Debt to (ii) EBITDA.  It is understood  and agreed that
                  if Borrower  consummates  an  acquisition  (whether  via stock
                  purchase, asset purchase, merger or otherwise), Funded Debt of
                  Borrowers for the fiscal period during which such  acquisition
                  occurred and all other  relevant  measuring  periods  shall be
                  calculated to include the Funded Debt of the Acquired  Assets,
                  if applicable,  for the relevant "trailing"  measuring periods
                  as if such  Acquired  Asset  was owned  hereunder  at all such
                  times.

              (c) The  definition  of the term  "Leverage  Ratio"  appearing  in
Paragraph 1.1 of the Agreement is hereby deleted in its entirety.

              (d) The  definition  of the term  "Revolving  Note"  appearing  in
Paragraph  1.1 of the  Agreement  is hereby  amended and restated to read in its
entirety as follows:

                  "Revolving Note" means that certain Substitute  Revolving Note
                  dated  as  of  October  28,  1998  in  the  aggregate  maximum
                  principal  amount of Forty Million Dollars  ($40,000,000),  as
                  the same may be amended, modified or supplemented from time to
                  time,  and together with any renewals  thereof or exchanges or
                  substitutes therefor.

              (e)  Paragraph  2.1 is hereby  amended and restated to read in its
entirety as follows:

                           2.1  Revolving  Credit  Commitment.  On the terms and
                  subject to the  conditions set forth in this  Agreement,  Bank
                  agrees to make  revolving  credit  available  and  Letters  of
                  Credit  available to Borrowers  from time to time prior to the
                  Revolving  Credit  Termination  Date with respect to Revolving
                  Loans and the Letter of Credit  Termination  Date with respect
                  to Letters of Credit in such  aggregate  amounts as  Borrowers
                  may from time to time request but in no event  exceeding FORTY
                  MILLION   DOLLARS   ($40,000,000)   (the   "Revolving   Credit
                  Commitment").   The  Revolving  Credit   Commitment  shall  be
                  available to Borrowers by means of Revolving Loans and Letters
                  of Credit,  it being  understood  that Revolving  Loans may be
                  repaid and used again  during the period  from the date hereof
                  to and  including the Revolving  Credit  Termination  Date, at
                  which time the Revolving Credit Commitment shall expire.


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<PAGE>


              (f) Paragraph  5.10 is hereby  amended and restated to read in its
entirety as  follows:

                           5.10 Unused  Portion Fee. To compensate  Bank for the
                  cost of  reserving  funds to be made  available  to  Borrowers
                  under this Agreement, Borrowers shall pay to Bank, on the last
                  day of each calendar quarter an unused revolving line fee (the
                  "Unused Portion Fee") equal to the sum of the daily amounts by
                  which the maximum aggregate  principal amount of the Revolving
                  Credit  Commitment  exceeds  the  actual  principal  amount of
                  Revolving  Loans made  hereunder.  The Unused  Portion  Fee is
                  calculated  for  each  applicable  day of such  quarter  in an
                  amount equal to the excess of the maximum aggregate  principal
                  amount of the Revolving  Credit  Commitment over the principal
                  amount of all  outstanding  advances under the Revolving Loans
                  on such day,  multiplied by the  percentage  fee determined in
                  accordance  with the table set forth  below  (the  "Percentage
                  Fee") and divided by three hundred  sixty (360).  All fees and
                  charges  imposed  on  Borrowers  pursuant  to  this  Agreement
                  including,  without limitation, the Unused Portion Fee accrued
                  through the date of  termination,  shall be  nonrefundable  to
                  Borrowers,  notwithstanding  any prepayment and termination by
                  Borrowers of this Agreement.


 Amount of principal
outstanding under the   Percentage Fee for First     Percentage Fee for Second
  Revolving Credit      $20,000,000 of Revolving      $20,000,000 of Revolving
     Commitment             Credit Commitment            Credit Commitment
---------------------   ------------------------     -------------------------
Up to $5,000,000        one-quarter of one percent    one-quarter of one percent
                        (1/4%)                        (1/4%)

Over $5,000,000         one-eighth of one percent     one-quarter of one percent
                        (1/8%)                        (1/4%)

              (g)  A new  Paragraph  8.1(z)  is  hereby  appended  to  the  Loan
Agreement as follows:

                           (z) Each Borrower and each of their Subsidiaries have
                  reviewed the areas within their business and operations  which
                  could be  adversely  affected  by, and have  developed  or are
                  developing a program to address on a timely  basis,  the "Year
                  2000 Problem"  (that is, the risk that  computer  applications
                  used by each  Borrower and each of their  Subsidiaries  may be
                  unable  to  recognize  and  perform  properly   date-sensitive
                  functions  involving certain dates prior to and any date on or
                  after  December 31, 1999),  and have made related  appropriate
                  inquiry  of  material  suppliers and  vendors.  Based on  such


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<PAGE>

                  review and program, each Borrower believes that the "Year 2000
                  Problem"  will  not  have a  material  adverse  effect  on any
                  Borrower.  From time to time,  at the  request  of Bank,  each
                  Borrower and each of their  Subsidiaries shall provide to Bank
                  such  updated  information  or  documentation  as is requested
                  regarding the status of their efforts to address the Year 2000
                  problem.

              (h) Paragraph  8.2(g)(i) is hereby deleted in its entirety and the
following paragraph is hereby added to the Agreement in its place and stead:

              (i)  Maintain a Funded  Debt Ratio,  at all times,  of not greater
than 1.50 to 1.0.

                          (i)   Paragraph  8.2(g)(ii)  is  hereby  amended  and
                 restated in its entirety to read as follows:

                           (ii) Maintain EBITDA,  at all times, of not less than
                  the  amounts set forth  below,  calculated  quarterly  for the
                  preceding  twelve-month  period  on a  trailing  twelve  month
                  basis:


                Period                                 Amount
                ------                                 ------

         October 28, 1998 through                   $17,500,000
         March 30, 1999

         March 31, 1999 through                     $22,500,000
         March 30, 2000

         March 31, 2000 and                         $35,000,000
         thereafter

              (j) Paragraph  8.2(g)(iii)  is hereby  deleted in its entirety and
Paragraph 8.2(g)(iv) is hereby re-referenced as Paragraph 8.2(g)(iii) to account
for such deletion.

              (k)  Paragraph  8.3(b) is hereby  amended by adding the  following
sentence to the end of such Paragraph:

                           Notwithstanding the foregoing, so long as an Event of
                  Default  is  not  then  in   existence,   Borrower   may  make
                  acquisitions  of assets or properties  in an aggregate  amount
                  not to exceed (i) the amount of cash on hand as  reflected  on
                  Borrowers'  most recent  Financials  delivered  to Bank at the
                  time of such  acquisition,  plus (ii) no more than Ten Million
                  Dollars  ($10,000,000)  of  proceeds of the  Revolving  Credit
                  Commitment.

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<PAGE>


         3.   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.

         4. 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-quarter  of one percent  (0.25%) of the net
aggregate increase in the Revolving Credit Commitment of $20,000,000,  amounting
to $50,000.

         5. Delivery of Documents.  Notwithstanding any of the foregoing,  prior
to or  contemporaneously  with the making of the Substitute Revolving Note, 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)      First Amendment to Loan Agreement;

                  (b)      Substitute Revolving Note;

                  (c)  Certificate  of Secretary of each Borrower  certifying to
board resolutions evidencing each Borrower's authorization of the Amendment, the
Substitute Revolving Note and incumbency of each Borrower; and

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

         6. 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.

       7.  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.


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<PAGE>


         IN  WITNESS  WHEREOF,  the  parties  hereto  have  duly  executed  this
Amendment 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:
                                               ---------------------------------


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