Ascent Pediatrics, Inc.
                               Maximum $6,250,000

                        7.5% Notes Due December 31, 2001
                                 Loan Agreement
                             Date: December 29, 2000


<PAGE>

                                       ii



                                TABLE OF CONTENTS
ARTICLE  I
DEFINITIONS  AND  INCORPORATION  BY  REFERENCE
1.1     Definitions
1.2     Rules  of  Construction
ARTICLE  II
AMOUNT  AND  TERMS  OF  NOTES
2.1     Commitment  to  Lend;  Loans
2.2     Evidence  of  Debt
2.3     Making  of  Loans
2.4     Interest  and  Principal  Payments
2.5     Mandatory  Prepayment  upon  Change  in  Control
2.6     Mandatory  Prepayment  Upon  Demand
ARTICLE  III
REPRESENTATIONS  AND  WARRANTIES  OF  THE  COMPANY
3.1     Organization  and  Existence,  etc.
3.2     Capitalization
3.3     Authorization;  Binding  Obligations
3.4     Compliance  with  Instruments,  etc.
3.5     Litigation
3.6     Offering
3.7     Permits;  Governmental  and  Other  Approvals
3.8     Form  10-K  and  10-Q
3.9     Priority
ARTICLE  IV
CONDITIONS  OF  OBLIGATIONS  OF  THE  LENDER
4.1     Conditions  to  Lender's  Obligations  on  the  First  Loan  Date
4.2     Conditions  Precedent  to  Each  Loan
4.3     Cooperation
ARTICLE  V
ARTICLE  VI
AFFIRMATIVE  COVENANTS  OF  THE  COMPANY
6.1     Use  of  Proceeds
6.2     Further  Assurances
6.3     Termination
6.4     Strategic  Transaction

ARTICLE  VII
NEGATIVE  COVENANTS
7.1     Borrowed  Money  Indebtedness
7.2     Liens
7.3     Contingent  Liabilities
7.4     Mergers,  Consolidations  and  Dispositions  and Acquisitions of Assets
7.5     Redemption,  Dividends  and  Distributions
7.6     Nature  of  Business
7.7     Transactions  with  Related  Parties
7.8     Loans  and  Investments
7.9     Organizational  Documents
7.10     Lease  Expenses;  Purchase  Money  Indebtedness
7.11     Sale/Leasebacks
7.12     Issuance  of  Stock
7.13     Subsidiaries
7.14     Termination
ARTICLE  VIII
DEFAULTS  AND  REMEDIES
8.1     Events  of  Default
8.2     Acceleration
8.3     Other  Remedies
8.4     Waiver  of  Past  Defaults
ARTICLE  IX
RESTRICTIONS  ON  TRANSFER
9.1     Securities  Laws  Restrictions  on  Transfer
9.2     Restrictive  Legend
9.3     Additional  Restrictions
ARTICLE  X
AMENDMENT,  SUPPLEMENT  AND  WAIVER
10.1     With  Consent  of  Holders  of  the  Note
ARTICLE  XI
MISCELLANEOUS
11.1     Notices
11.2     Duplicate  Originals
11.3     Governing  Law
11.4     No  Adverse  Interpretation  of  Other  Agreements
11.5     Successors  and  Assigns
11.6     Separability
11.7     Headings,  etc.
11.8     Confidentiality
11.9     Lender  Representations  and  Warranties

<PAGE>
     LOAN AGREEMENT (the "Agreement") dated as of December 29, 2000 among ASCENT
PEDIATRICS,  Inc.,  a  Delaware  corporation  (the  "Company"),  and  FS  ASCENT
INVESTMENTS  LLC,  a  Delaware  limited  liability  company  (the  "Lender").
WHEREAS,  the  Lender  has  agreed  to loan to the Company an aggregate of up to
$6,250,000  from  time  to  time upon the terms and conditions set forth herein;
     NOW, THEREFORE, in consideration of the premises, it is agreed by and among
the  parties  hereto  as  follows:
   ARTICLE IARTICLE I1DEFINITIONS AND INCORPORATION BY REFERENCEDEFINITIONS AND
                           INCORPORATION BY REFERENCE
1.1     DEFINITIONS1.1     Definitions  .
"Affiliate"  shall have the meaning ascribed to it in Rule 405 promulgated under
 ---------
the  Securities  Act.
"Alpharma"  means  Alpharma  USPD  Inc.,  a  Maryland  corporation.
 --------
"Approved Accounting Firm" shall have the meaning set forth in Section 6.1(a) of
 ------------------------
this  Agreement.
"Bankruptcy  Law"  means Title 11, U.S. Code or any similar Federal or State law
 ---------------
for  the  relief  of  debtors.  The term "Custodian" means any receiver trustee,
assignee,  liquidator  or  similar  official  under  any  Bankruptcy  Law.
"Board  of  Directors"  means  the  Board  of  Directors  of  the Company or any
 --------------------
committee  of  the  Board  authorized  to  act  for  it  hereunder.
 -------
"Borrowed  Money  Indebtedness"  means,  with  respect  to  any  Person, without
 -----------------------------
duplication:
 ------
     (a)     all  obligations  of  such  Person  for  borrowed  money;
(b)     all  obligations of such Person evidenced by bonds, debentures, notes or
similar  instruments;
(c)     all  obligations  of  such  Person under conditional sale or other title
retention  agreements  relating  to  Property  purchased  by  such  Person;
(d)     all  obligations  of  such  Person  issued  or  assumed  as the deferred
purchase  price of Property or services (excluding obligations of such Person to
creditors  for  raw  materials,  inventory,  services  and supplies and deferred
payment  for services to employees and former employees incurred in the ordinary
course  of  such  Person's  business);
(e)     all  capital  lease  obligations;
(f)     all  obligations  of  others  secured  by any Lien on Property or assets
owned or acquired by such Person, whether or not the obligations secured thereby
have  been  assumed;
(g)     all  outstanding  letters  of  credit, surety bonds and currency swap or
similar  agreements  issued  for  the  account  of  such  Person;  and
(h)     all  guarantees  of  such  Person  for obligations of the type described
above.
"Business  Day"  means  any  day  which is neither a Saturday nor a Sunday nor a
 -------------
legal  holiday on which banks are authorized or required to be closed in Boston,
 ---
Massachusetts  or  New  York,  New  York.
"Capital  Stock"  means  any  and all shares, interests, participations or other
 --------------
equivalents  of  or  interests  in  (however  designated) equity of the Company,
 --
including  any  preferred  stock,  but excluding any debt securities convertible
 --
into  such  equity  prior  to  such  conversion.
 --
"Change  in  Control  or  Sale"  of  the  Company  means:
 -----------------------------
     (a)     the  acquisition  by  any  Person  or "group" within the meaning of
Section  13(d)(3)  or 14(d)(2) of the Exchange Act (excluding, for this purpose,
the Company or its Subsidiaries, any employee benefit plan of the Company or its
Subsidiaries  which  acquires  beneficial  ownership of voting securities of the
Company,  or  the  Lender or its Affiliates) of beneficial ownership (within the
meaning  of  Rule  13d-3 promulgated under the Exchange Act) of more than 50% of
the  aggregate  voting  power of all classes of outstanding Voting Capital Stock
that  are  then outstanding or that are issuable upon the conversion or exercise
of  convertible  securities, options, warrants or rights of the Company that are
then outstanding; provided that any voting securities acquired directly from the
Company  by  an  underwriter  of  the  Company as part of an underwritten public
offering  of Capital Stock of the Company shall not be deemed to be beneficially
owned  by  such  underwriter  for  purposes  of  determining whether a Change in
Control  or  Sale  has  occurred;
(b)     Persons  who  constitute  all of the Directors of the Company, as of the
Closing  Date,  cease,  for  any  reason,  to  constitute at least a majority of
Directors  then  in  office,  provided  that  any  Person  becoming  a  director
subsequent  to the Closing Date whose election or nomination for election by the
Company's  stockholders  was  approved  by  a vote of at least a majority of the
incumbent  Directors  shall  be considered as though such Person were one of the
incumbent  Directors as of the Closing Date, provided, however, that there shall
be  excluded  from  this  clause  (b) any individual whose initial assumption of
office  occurred  as  a  result of an actual or threatened election contest with
respect  to  the  election or removal of Directors or other actual or threatened
election  contest  with respect to the election or removal of directors or other
actual  or  threatened solicitation of proxies or consents, by or on behalf of a
Person  other  than  the  Board  of  Directors;
(c)     the  consummation of a reorganization, merger or consolidation involving
the  Company, if the stockholders of the Company beneficially owning 100% of the
aggregate  voting  power  of  all  classes of Voting Capital Stock that are then
outstanding  or  that  are  issuable  upon conversion or exercise of convertible
securities,  options,  warrants  or rights that are then outstanding immediately
prior  to  such  reorganization,  merger,  or  consolidation do not, immediately
thereafter,  beneficially own more than 50% of the aggregate voting power of all
classes  of  Voting  Capital  Stock  that  are then outstanding or issuable upon
conversion  or  exercise  of convertible securities, options, warrants or rights
that  are  then  outstanding;  or
(d)     a  liquidation or dissolution of the Company (other than pursuant to the
United  States Bankruptcy Code) or the conveyance, transfer or leasing of all or
substantially  all  of  the  assets  of  the  Company  to  any  Person (it being
understood  that  any  conveyance,  transfer or leasing of assets of the Company
which  is submitted for the approval of the stockholders of the Company shall be
deemed  to  be  of  all  or  substantially  all  of the assets of the Company).
"Closing  Date"  means  January  2,  2001.
 -------------
"Collateral"  has  the  meaning  set  forth  in  the  Security  Agreement.
 ----------
"Common  Stock"  means  the  New  Common  Stock.
 -------------
"Company"  means  the  party  named  as  such  in the recitals until a successor
 -------
replaces it pursuant to the applicable provision hereof and thereafter means the
 -----
successor  to  such  party.
"Default"  means  any event which is, or after notice or passage of time or both
 -------
would  be,  an  Event of Default (as defined in Article VIII of this Agreement).
"Demand  Date"  means  June  30,  2001,  subject to extension in accordance with
 ------------
Section  2.2  of  the  Fifth  Amendment.
 ----
"Depositary  Agreement"  means the Depositary Agreement dated as of February 16,
 ---------------------
1999  by  and  among  the  Company, Alpharma USPD Inc. and State Street Bank and
Trust  Company,  as  Depositary,  as  amended.
"Derivative  Securities"  has  the  meaning  set forth in Section 3.3(a) of this
 ----------------------
Agreement.
 ---
"Encumbrance"  has  the  meaning  set forth in Section 3.4(a) of this Agreement.
 -----------
"Event  of  Default" has the meaning set forth in Section 8.1 of this Agreement.
 ------------------
"Exchange  Act"  means  the  Securities  Exchange  Act  of  1934,  as  amended.
 -------------
"FDA"  means  the  United  States  Food  and  Drug  Administration.
 ---
"Fifth  Amendment"  means  the  Fifth Amendment dated the date hereof to the May
 ----------------
1998  Securities  Purchase  Agreement.
 --
"Financial  Statements"  has  the  meaning  set  forth in Section 3.7(a) of this
 ---------------------
Agreement.
 ----
"First  Loan"  has  the  meaning  set  forth  in  Section 2.3 of this Agreement.
 -----------
"First  Loan  Date"  has the meaning set forth in Section 2.3 of this Agreement.
 -----------------
"FS Investments/Alpharma Loan Agreement" shall mean the Loan Agreement dated the
 --------------------------------------
date  hereof,  by  and  between  Lender  and  Alpharma.
"GAAP"  means  U.S.  generally  accepted accounting principles as in effect from
 ----
time  to  time.
 --
"Historical Financial Statements" has the meaning set forth in Section 3.7(a) of
 -------------------------------
this  Agreement.
"Holder"  means  the Lender and any other Person to whom all or a portion of the
 ------
Note  is  transferred  in  accordance  with  Article  IX  of  this  Agreement.
"Indebtedness"  means  and  includes:
 ------------
     (a)     all  items  which  in accordance with GAAP would be included on the
liability  side of a balance sheet on the date as of which Indebtedness is to be
determined  (excluding  capital  stock, surplus reserves and deferred credits);
     (b)     all  guaranties,  letter  of  credit,  contingent  reimbursement
obligations  and  other contingent obligations in respect of, or any obligations
to  purchase  or  otherwise  acquire,  indebtedness  of  others;  and
(c)     all  indebtedness  secured  by  any Lien existing on any interest of the
Person  with respect to which indebtedness is being determined in Property owned
subject  to such Lien whether or not the indebtedness secured thereby shall been
assumed.
"Investment"  means the purchase or other acquisition of any Indebtedness of, or
 ----------
the  making of any loan, advance or capital contribution to, or the incurring of
any  liability,  contingent or otherwise, in respect of the Indebtedness of, any
Person.
"Lien"  means  any  mortgage,  pledge,  charge,  encumbrance, security interest,
 ----
collateral assignment or other lien or restriction of any kind, whether based on
 ----
common  law,  constitutional  provision,  statute or contract, and shall include
reservations,  exceptions,  encroachments,  easements, rights of way, covenants,
conditions,  restrictions  and  other  title  exceptions.
"Loan"  means  any  borrowing  by the Company from the Lender of up to a maximum
 ----
principal  amount  of $6,250,000 pursuant to Section 2.1 and the other terms and
 --
conditions  of  this  Agreement.
"Loan  Date"  has  the  meaning  set  forth  in  Section  2.3 of this Agreement.
 ----------
"Material  Adverse  Effect" means, when used in connection with the Company, any
 -------------------------
development,  change  or  effect  that  is  materially  adverse to the business,
Properties  (including,  without limitation, Intellectual Property), assets, net
worth,  financial  condition,  results  of  operations  or  future  prospects
(including,  without  limitation,  future  equity  value) of the Company and its
Subsidiaries  taken  as  a  whole.
"Maturity  Date" means December 31, 2001, provided, however, that the Lender, in
 --------------                           --------  -------
its  sole  discretion, may extend such date one or more times, further, however,
                                                               -------  -------
in  no  event  shall  the  Maturity  Date  be  later  than  June  30,  2002.
"May  1998 Securities Purchase Agreement" means the Series G Securities Purchase
 ---------------------------------------
Agreement  dated  as of May 13, 1998 by and among the Company and the Purchasers
named  in  Schedule  I  thereto.
"New  Common  Stock"  has  the  meaning  set  forth in the Depositary Agreement.
 ------------------
"Note"  means  the  note  to  be issued by the Company to the Lender pursuant to
 ----
Section  2.2(a)  of this Agreement, substantially in the form attached hereto as
 ---
Exhibit  A,  evidencing  the  maximum  principal  amount  of the Loans; provided
 ---------
however,  that  in  the  event that the Lender transfers all or a portion of the
 -----
Note in accordance with Article XI, all references to the Note in this Agreement
 --
shall be deemed to include the Notes issued by the Company upon such exchange or
transfer.
"Notice  of  Borrowing"  has  the  meaning  set  forth  in  Section  2.3 of this
 ---------------------
Agreement.
 --------
"Officer"  means  the  Chairman of the Board, the President, any Vice President,
 -------
the  Treasurer  or  the  Secretary  of  the  Company.
 -
"Permitted  Investments"  means:
 ----------------------
     (a)     readily  marketable  securities  issued  or fully guaranteed by the
United  States  of  America  with  maturities  of  not  more  than  one  year;
     (b)     commercial  paper  rated  "Prime  1" by Moody's Investors Services,
Inc. or "A-1" by Standard and Poor's Rating Services with maturities of not more
than  180  days;
(c)     certificates  of  deposit  or  repurchase obligations issued by any bank
organized  under  the  laws of the United States of America or any state thereof
having  capital  surplus  of  at  least  $100,000,000  or by any other financial
institution acceptable to the Requisite Holders, all of the foregoing not having
a  maturity  of  more  than  one  year  from  the date of issuance thereof; and
(d)     other Investments not exceeding, in the aggregate, $50,000 in any fiscal
year.
     "Permitted  Liens"  means  each  of  the  following:
      ----------------
     (a)     artisans'  or  mechanics'  Liens  arising in the ordinary course of
business, and Liens for taxes, but only to the extent that payment thereof shall
not  at  the  time  be  due  or  if due, the payment thereof is being diligently
contested  in  good faith and adequate reserves computed in accordance with GAAP
have  been  set  aside  therefor;
(b)     Liens  in  effect  on the First Loan Date and disclosed to the Lender in
the  Financial Statements, provided that neither the Borrowed Money Indebtedness
secured  thereby nor the Property covered thereby shall increase after the First
Loan  Date  without the prior written consent of the Requisite Holders, provided
that,  for purposes of this clause (b), the accrual of interest on such Borrowed
Money  Indebtedness,  so  long as it is not converted to principal, shall not be
deemed  to  increase  such  Borrowed  Money  Indebtedness;
(c)     normal  encumbrances  and  restrictions  on  title  which  do not secure
Borrowed  Money  Indebtedness and which do not have a material adverse affect on
the  value  or  utility  of  the  applicable  Property;
(d)     Liens  incurred  or deposits made in the ordinary course of business (i)
in  connection  with  workmen's  compensation,  unemployment  insurance,  social
security and other like laws, or (ii) to secure insurance in the ordinary course
of  business,  the  performance  of  bids, tenders, contracts, leases, licenses,
statutory  obligations,  surety,  appeal and performance bonds and other similar
obligations  incurred in the ordinary course of business, but not, in any of the
cases  specified  in this clause (ii), incurred in connection with the borrowing
of  money,  the obtaining of advances or the payment of the deferred purchase of
Property;
(e)     Liens  in  connection  with  or  to  secure  Borrowed Money Indebtedness
permitted  under  Section  7.1(c);
(f)     attachments,  judgments  and  other  similar Liens arising in connection
with  the court proceedings, provided that the execution and enforcement of such
Liens  are  effectively stayed and the claims secured thereby are being actively
contested  in  good faith with adequate reserve made therefor in accordance with
GAAP;
(g)     Liens  imposed  by  law,  such as carriers', warehousemen's, mechanics',
materialmen's  and  vendors' liens incurred in good faith in the ordinary course
of  business  and  securing obligations which are not yet due or which are being
contested  in  good  faith  by appropriate proceedings if adequate reserves with
respect  thereto  are  maintained  in  accordance  with  GAAP;
(h)     zoning  restrictions,  easements,  licenses,  reservations,  provisions,
covenants,  conditions,  waivers,  and  restrictions on the use of Property, and
which  do  not  in  any  case  singly  or in the aggregate materially impair the
present  use  or value of Property subject to any such restriction or materially
interfere  with  the  ordinary  conduct  of  the business of the Company and its
Subsidiaries,  if  any;
(i)     Liens  securing  purchase money Indebtedness permitted under Section 7.1
hereof  and  covering  only  the  Property  so  purchased;
(j)     capital leases and sale/leaseback transactions permitted under the other
provisions  of  this  Agreement;
(k)     extensions, renewals and replacements of Liens referred to in paragraphs
(a)  through  (j)  of this Section; provided that any such extension, renewal or
replacement Lien shall be limited to the Property or assets (and, in the case of
clause  (e),  categories  of  Property  or assets) covered by the Lien extended,
renewed or replaced and that the Borrowed Money Indebtedness secured by any such
extension,  renewal  or  replacement Lien shall be in an amount not greater than
the  amount  of  the  Indebtedness  secured  by  the  Lien  extended, renewed or
replaced;  and
(l)     the  Liens  created  by  the  Security  Agreement.
"Person"  means  any  individual,  corporation,  association,  company, business
 ------
trust,  partnership,  joint  venture,  joint-stock  company,  limited  liability
 ----
company,  trust, unincorporated organization or association or government or any
 ----
agency  or  political  subdivision  thereof.
"Property"  means  any  interest in any kind of property or asset, whether real,
 --------
personal  or  mixed,  tangible  or  intangible.
 -
"Requisite  Holders"  means  Holders of more than 50% of the aggregate principal
 ------------------
amount  of  the  Note  outstanding  at  any  time.
 -
"SEC"  means  the  United  States  Securities  and  Exchange  Commission.
 ---
"Securities  Act"  means  the  Securities  Act  of  1933,  as  amended.
 ---------------
"Security  Agreement" means the Security Agreement dated the date hereof between
 -------------------
the  Company  and  the  Lender.
"Series G Preferred" means the Series G Convertible Exchangeable Preferred Stock
 ------------------
of  the  Company.
"Series  H  Preferred"  means  the  Series  H  Preferred  Stock  of the Company.
 --------------------
"Subsidiary"  of a Person means any corporation, association, partnership, joint
 ----------
venture  or  other business entity of which more than fifty percent (50%) of the
voting  stock  or  other  equity  interests  (in  the case of Persons other than
corporations),  is  owned or controlled directly or indirectly by the Person, or
one  or  more  of  the  Subsidiaries  of  the  Person, or a combination thereof.
The  term  "to  the  knowledge  of" or derivatives thereof shall mean the actual
            ----------------------
knowledge  of  the  Chief  Executive  Officer  of  the  Company.
"Voting Capital Stock" means the Capital Stock entitled to vote generally in the
 --------------------
election  of  directors.
"Warrants"  means  the  Warrants  to purchase Depositary Shares (as such term is
 --------
defined  in  the  Depositary  Agreement)  issued  or  to be issued to the Lender
 --
pursuant  to  the  Fifth  Amendment.
 --
"1934  Act  Filings" means the Annual Report on Form 10-K of the Company for the
 ------------------
fiscal  year  ended  December  31, 1999, the Quarterly Reports of the Company on
Form  10-Q  for each of the three months ended March 31, 2000, June 30, 2000 and
September 30, 2000 and any other reports or other documents filed by the Company
with  the  SEC  since  December  31,  1999  pursuant  to  the  Exchange  Act.
"2000  Financial Statements" has the meaning set forth in Section 3.7(a) of this
 --------------------------
Agreement.
"8%  Subordinated  Notes"  means  the  Company's  8%  Subordinated  Notes in the
 -----------------------
aggregate  principal  amount  of  $9,000,000  issued  pursuant  to  the May 1998
 ------
Securities  Purchase  Agreement.
 ------
1.2     Rules  of  Construction1.2     Rules  of  Construction.
     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.
     ARTICLE IIARTICLE II1AMOUNT AND TERMS OF NOTESAMOUNT AND TERMS OF NOTES
2.1     COMMITMENT  TO  LEND;  LOANS2.1     Commitment  to Lend; Loans.  On the
terms  and  subject  to  the  conditions contained in this Agreement (including,
without limitation, Section 2.3(b) of this Agreement), the Lender agrees to make
one  or more Loans to the Company from time to time on any Business Day or after
January  2,  2001  and  on or prior to December 31, 2001.  The maximum principal
amount of Loans outstanding at any time shall not exceed $6,250,000 at any time.
Amounts  repaid pursuant to Sections 2.4(b), 2.5 or 2.6 may not be reborrowed by
the Company.  The Lender shall (i) have no obligation to make more than one Loan
in  any  one calendar month and (ii) have no obligation to make any Loans to the
Company  prior  to  January  2,  2001  or  after  December  31,  2001.
2.2     EVIDENCE  OF  DEBT2.2     Evidence  of  Debt.
(a)     On  the  First  Loan  Date  (as defined in Section 2.3(a)), Lender shall
receive  from  the  Company  the Note evidencing the maximum aggregate principal
amount  of  the  Loans.
(b)     There  shall  be  attached to the Note, and maintained by the Company, a
register  in which the Company shall, from time to time, record (i) the date and
amount  of  each  Loan  under the Note, (ii) the date and amount of any interest
payments  due  under the Note and (iii) the date and amount of any principal and
interest  payments  made by the Company under the Note.  The entries made in the
register by the Company shall be conclusive and binding for all purposes, absent
manifest  error.
2.3     MAKING  OF  LOANS2.3     Making  of  Loans.
(a)     The  Lender  agrees  to  make  each  Loan  upon  receipt  of a notice of
borrowing  in  the  form  of Exhibit B attached hereto (a "Notice of Borrowing")
specifying  the  amount  of the proposed Loan given by the Company to the Lender
not  later  than 10:00 am (New York time) on the tenth Business Day prior to the
date of the proposed Loan, except with respect to the first Loan hereunder which
shall  be  in  the  principal  amount of $2,000,000 (the "First Loan") and which
shall  be  made by the Lender to the Company on January 2, 2001 (the "First Loan
Date")  and  shall  be  made  without any requirement that the Company deliver a
Notice  of  Borrowing.  Subject  to  the terms and conditions of this Agreement,
upon  the  date  of  a  proposed  Loan  (a  "Loan  Date"), the Lender shall make
available  for  the  account  of  the  Company  in accordance with the bank wire
instructions  contained in such Notice of Borrowing, immediately available funds
in  the  amount  of  the Loan.  Each Loan shall be in an aggregate amount of not
less than $500,000 or a multiple of $100,000 in excess thereof and not more than
$1,000,000;  provided,  however,  the Loans requested in the months of February,
2001  and  March, 2001 may be in an aggregate amount of not more than $1,500,000
per  month.  Each  Notice of Borrowing shall be irrevocable and binding upon the
Company.  The  Company  shall  indemnify  the  Lender  against any loss, cost or
expense  including,  without  limitation, the cost of Lender funds on its credit
facilities,  incurred  by the Lender if a proposed Loan requested in a Notice of
Borrowing  is  not  made  by the Lender because the conditions precedent to such
Loan  as  set forth in Section 4.1 or 4.2 of this Agreement, as applicable, were
not  satisfied  or  waived.
(b)     Each  Notice  of  Borrowing shall describe the proposed use of proceeds,
and  shall  provide  sufficient  information  to  allow the Lender to reasonably
determine  that  the  proceeds of the requested Loan will be used as required by
Section  6.1.  The  Lender  shall have the reasonable opportunity to discuss the
proposed  use  of  proceeds  with  the  Company.
2.4     INTEREST AND PRINCIPAL PAYMENTS2.4     Interest and Principal Payments.
(a)     The Company shall accrue interest on the unpaid principal amount of each
Loan  from  the  date  of  the making thereof until the principal amount thereof
shall  be  paid  in full at a rate of 7.5% per annum.  Interest shall be due and
payable  by  the  Company with respect to each Loan quarterly, in arrears on the
last day of each of March, June, September and December.  All amounts paid shall
first  be  applied to any accrued but unpaid interest.  All payments required to
be  made  by  the Company under this Agreement shall be paid to the Lender to an
account  of  the  Lender  designated  to  the  Company  in  writing.
(b)     On  or  prior  to  the  Maturity  Date,  the Company may prepay all or a
portion  of  the  outstanding  principal  amount  of the Note, together with any
accrued  and unpaid interest thereon to the date of such prepayment, in its sole
discretion.  Unless  payment  is required prior to the Maturity Date pursuant to
the  terms  hereof,  the Company shall repay the outstanding aggregate principal
amount  of  the Note , together with any accrued and unpaid interest thereon, on
the  Maturity  Date.
(c)     If  any  required payment of principal or interest is not paid when due,
whether  at  stated  maturity,  by  acceleration or otherwise, the interest rate
applicable  to  the  amount  of  any  such  payment  shall be the 7.5% per annum
provided  above  plus  an  additional  2%  per  annum,  all  payable on demand.
2.5     MANDATORY  PREPAYMENT  UPON  CHANGE IN CONTROL OR SALE2.5     Mandatory
Prepayment upon Change in Control.  The Company shall give all Holders notice of
any  Change  in Control or Sale with respect to the Company within 10 days after
the  earlier of (i) the date of such Change in Control or Sale, (ii) the date on
which  the  Company  becomes  aware  of such Change in Control or Sale and (iii)
approval by the Board of Directors of, or execution of any executory contract or
binding  or non-binding letter of intent with respect to, a Change in Control or
Sale.  Upon  any such Change in Control or Sale, any Holder shall have the right
at  its  option  exercisable  upon  written notice to the Company within 15 days
after  the  Holder receives notice of such Change in Control or Sale, to require
the  Company  to  prepay all of the outstanding amounts of principal and accrued
and unpaid interest under the Note held by such Holder.  The payment required by
the preceding sentence shall be made on the later of (i) the consummation of the
Change  in  Control  or  Sale  or (ii) first Business Day after the date of such
notice  from such Holder.  Following a Change in Control or Sale with respect to
the  Company,  the  Lender  shall  have  no  further  obligations to make Loans.
2.6     MANDATORY  PREPAYMENT  UPON  DEMAND2.6     Mandatory  Prepayment  Upon
Demand
(a)     On  or at any time after the Demand Date, Holders of at least 80% of the
outstanding  Notes  may, at their option exercisable upon 30 days' prior written
notice  (which  may  be  given prior to the Demand Date), require the Company to
prepay  all  of  the  outstanding  amounts  of  principal and accrued and unpaid
interest  under  the  Notes.
(b)     The  Demand  Date  may  be  extended  at  the  option  of the Company in
accordance  with  Section  2.2  of  the  Fifth  Amendment.
2.7     FS  INVESTMENTS/ALPHARMA  LOAN  AGREEMENT.
(a)     In the event that (i) the Company completes the procedures enumerated in
Article 2 hereof to request a Loan and has fulfilled all conditions to such Loan
and  (ii)  the  Lender  fails  to  request  a  Loan for the corresponding amount
pursuant  to the terms of the FS Investments/Alpharma Loan Agreement within five
Business  Days thereof, the Company may submit a Notice of Borrowing pursuant to
Section  2.5  of  the  FS Investments/Alpharma Loan Agreement and shall have the
option  to  enforce  any  remedies  possessed  by the Lender (as defined in this
Agreement)  under  the  FS  Investments/Alpharma  Loan  Agreement.
(b)     In  the event that (i) the Lender completes the procedures enumerated in
Article 2 of the FS Invesments/Alpharma Loan Agreement to request a Loan and has
fulfilled  all  conditions  to such Loan and (ii) Alpharma fails to deliver such
Loan  on  the  Loan  Date  (as  defined  in  the  FS  Investments/Alpharma  Loan
Agreement),  then  the  Company  shall  have  the option to enforce any remedies
possessed  by  the  Lender  (as  defined  in  this  Agreement)  under  the  FS
Investments/Alpharma  Loan  Agreement.
           ARTICLE IIIARTICLE III1REPRESENTATIONS AND WARRANTIES OF THE
              COMPANYREPRESENTATIONS AND WARRANTIES OF THE COMPANY
The  Company  represents  and  warrants  to  the  Lender  as  follows:
3.1     ORGANIZATION  AND  EXISTENCE,  ETC.3.1     Organization  and Existence,
etc.  The  Company  (a)  is  duly  incorporated,  validly  existing  and in good
standing  under  the  laws of the State of Delaware, and has all requisite power
and  authority  to  carry on its business as now conducted and as proposed to be
conducted, and (b) is duly qualified to do business as a foreign corporation and
is  in  good  standing  (or the equivalent thereof under applicable law) in each
jurisdiction in which the conduct of its business requires such qualification by
reason  of  the  ownership or leasing of property or otherwise (except for those
jurisdictions  in  which  the  failure  so  to  qualify does not have a Material
Adverse  Effect).
3.2     CAPITALIZATION3.2     Capitalization.
(a)     After  giving  effect to the Fifth Amendment, on the date hereof (i) the
Company's authorized Capital Stock consists of:  (A) 60,000,000 shares of Common
Stock,  of  which  9,781,814 shares are issued and outstanding and (B) 5,000,000
shares  of "blank check" preferred stock, $.01 par value per share, of which (1)
7,000  shares  have  been designated Series G Convertible Exchangeable Preferred
Stock,  all of which shares were exchanged for 8% convertible subordinated notes
of the Company on July 23, 1999 and (2) 4,000 shares have been designated Series
H  Preferred Stock and (ii) the Company has outstanding the securities set forth
on  Schedule  3.2  attached  hereto which are convertible into or exercisable or
exchangeable  for  Depositary  Shares  (the  "Derivative  Securities").
(b)     All  the  issued  and outstanding shares of Capital Stock of the Company
are  validly  issued, fully paid, non-assessable, free of preemptive and similar
rights  and  have  been  offered,  issued,  sold and delivered by the Company in
transactions  in  compliance  with  the  applicable  federal,  state and foreign
securities laws.  Other than as set forth in Schedule 3.2 attached hereto, there
are  no  outstanding  agreements  or  commitments requiring the Company to issue
Capital  Stock  or  Derivative  Securities  as  of  the  date  hereof.
3.3     AUTHORIZATION;  BINDING  OBLIGATIONS3.3     Authorization;  Binding
Obligations.
(a)     The  Company  has  full  power and authority to execute and deliver this
Agreement,  the  Note  and  the  Security  Agreement  and  such  other documents
furnished or to be furnished by the Company hereunder.  This Agreement, the Note
and  the Security Agreement have been duly authorized, executed and delivered by
the  Company  and  each  constitutes a legal, valid and binding agreement of the
Company,  enforceable  against  the  Company  in  accordance with its respective
terms,  subject  to  bankruptcy,  insolvency,  reorganization  and other laws of
general  applicability relating to or affecting creditors' rights and to general
principles  of equity.  The issuance, offering and sale of the Notes pursuant to
this  Agreement  and  the  compliance by the Company with the provisions of this
Agreement  and  the  Note,  and  the  consummation  of  the  other  transactions
contemplated  hereby  or  thereby  (except  as  contemplated  by  the  Security
Agreement),  will  not result in the creation or imposition of any Lien, charge,
security  interest  or encumbrance (collectively, "Encumbrance") upon any of the
assets  of  the  Company  pursuant to the terms or provisions of, or result in a
breach  or  violation  of or conflict with any of the terms or provisions of, or
constitute  a default under, or give any other party a right to terminate any of
its  obligations  under,  or result in the acceleration of any obligation under,
(i)  the  Certificate  of  Incorporation  and  Bylaws  of  the Company, (ii) any
contract  or  other  agreement  to  which the Company is a party or by which the
Company  or  any of its properties is bound (other than the Loan Agreement dated
February  16,  1999  among  the Company, Alpharma and Alpharma Inc., which shall
terminate  on  the  date  hereof)  or (iii) any judgment, ruling, decree, order,
statute,  rule  or regulation of any court or other governmental agency or body,
domestic  or  foreign,  applicable to the business or Properties of the Company,
except,  with  respect  to clauses (ii) and (iii), circumstances that would not,
individually  or  in  the  aggregate,  reasonably be expected to have a Material
Adverse  Effect.
(b)     The  Note has been duly authorized for issuance.  When the Note has been
duly  executed  and  delivered by the Company in accordance with this Agreement,
the Note will constitute the valid and legally binding obligation of the Company
enforceable  against  the  Company  in  accordance  with  its  terms, subject to
bankruptcy,  insolvency,  reorganization and other laws of general applicability
relating to or affecting creditors' rights and to general principles of equity.
3.4     COMPLIANCE  WITH  INSTRUMENTS, ETC.3.4     Compliance with Instruments,
etc.  Except  as  set forth on Schedule 3.4 hereto, the Company is not in breach
or  violation  of,  or  in  default  under,  any  term  or  provision of (i) its
Certificate  of  Incorporation and Bylaws, (ii) any indenture, mortgage, deed of
trust,  voting  trust  agreement,  stockholders  agreement, note agreement, debt
instrument  or  other agreement or instrument to which it is a party or by which
it  is  bound  or  to  which any of its Property is subject, the effect of which
breach, violation or default, individually or in the aggregate, would reasonably
be  expected  to have a Material Adverse Effect, or (iii) any statute, judgment,
decree,  order,  rule  or  regulation  applicable  to  the  Company  or  of  any
arbitrator,  court,  regulatory  body,  administrative  agency  or  any  other
governmental  agency  or body, domestic or foreign, having jurisdiction over the
Company  or  any  of  its  respective activities or properties and the effect of
which  breach,  violation  or  default,  individually or in the aggregate, would
reasonably  be  expected  to  have  a  Material  Adverse  Effect.
3.5     LITIGATION3.5     Litigation.  Except  as  set  forth  on  Schedule 3.5
hereto,  there are no actions, suits, proceedings or investigations pending, or,
to  the  knowledge  of the Company, threatened, against the Company before or by
any  court,  regulatory  body or administrative agency or any other governmental
agency  or  body,  domestic  or  foreign,  which  would,  individually or in the
aggregate,  reasonably  be  expected  to  have a Material Adverse Effect, or any
actions,  suits,  proceedings or investigations pending, or, to the knowledge of
the Company, threatened, which challenges the validity of any action taken or to
be taken pursuant to or in connection with this Agreement or the issuance of the
Note  which  would,  individually or in the aggregate, reasonably be expected to
have  a  Material  Adverse  Effect.
3.6     OFFERING3.6     Offering.  Subject  to  Lender's  representations  and
warranties  in  Section  11.9,  the  offer, sale and issuance of the Note to the
Lender  as  contemplated  by  this  Agreement is not subject to the registration
requirements  of  the Securities Act , and neither the Company nor anyone acting
on  its  behalf,  has  taken  or  will  take  any  action  that would cause such
registration  requirements  to  be  applicable.
3.7     PERMITS;  GOVERNMENTAL AND OTHER APPROVALS3.7     Permits; Governmental
and  Other  Approvals.  Except  as set forth in Schedule 3.7 hereto, the Company
has such licenses, permits, consents, orders, approvals and other authorizations
necessary  for  the conduct of its business as now being conducted, except where
the  absence  of  such  authorizations would not have a Material Adverse Effect.
Other  than  pursuant  to  Agreements with Alpharma which shall terminate on the
date  hereof,  no  approval,  consent,  authorization  or other order of, and no
designation,  filing,  registration,  qualification  or  recording  with,  any
governmental  authority,  domestic  or  foreign,  is  required for the Company's
performance  of  this  Agreement  or  the  consummation  by  the  Company of the
transactions  contemplated  hereby  except  for  the  filing of a Certificate of
Designation with respect to the Series H Preferred Stock, the filing of a Form D
under  the  Securities  Act, the filing of one or more Reports on Form 8-K under
the  Exchange  Act and the filing of a UCC-1 concerning the Collateral under the
Security  Agreement.
3.8     FORM  10-K  AND  10-Q3.8     Form  10-K and 10-Q.  The Annual Report on
Form  10-K  of  the  Company  for  the  fiscal year ended December 31, 1999, the
Quarterly  Reports  on  Form  10-Q  for each of the three months ended March 31,
2000,  June  30, 2000 and September 30, 2000, complied or will comply as to form
in  all  material  respects with the applicable requirements of the Exchange Act
and  did  not,  as of the date of such filing, contain any untrue statement of a
material  fact  or  omit to state a material fact necessary in order to make the
statements made therein, in the light of the circumstances under which they were
made,  not  misleading.
3.9     PRIORITY3.9     Priority.  The  security  interest  under  the Security
Agreement  is a valid and perfected security interest in the Collateral referred
to therein, securing the obligations secured thereby, and such security interest
is  subject  to  no  Liens that are prior to, on a parity with or junior to such
Security  Interest  other  than  Permitted Liens , and the Security Agreement is
enforceable  as  security for the obligations secured thereby in accordance with
its terms against the Company, subject to bankruptcy, insolvency, reorganization
and  other  laws  of  general  applicability relating to or affecting creditors'
rights  and  to  general  principles  of  equity.
     ARTICLE IVARTICLE IV1CONDITIONS OF OBLIGATIONS OF THE LENDERCONDITIONS OF
                            OBLIGATIONS OF THE LENDER
4.1     CONDITIONS  TO  LENDER'S  OBLIGATIONS  ON  THE  FIRST  LOAN  DATE4.1
Conditions  to  Lender's  Obligations on the First Loan Date.  The obligation of
the  Lender  to  make  the  First  Loan  is  subject  to  the fulfillment to its
reasonable  satisfaction,  or  the waiver in writing by the Lender, on the First
Loan  Date  of  each  of  the  following  conditions:
(a)     Representations  and  Warranties  Correct.  The  representations  and
        -----------------------------------------
warranties of the Company in Article III hereof shall be (x) true and correct on
and  as  of the date hereof and (y) true and correct in all material respects on
and as of the First Loan Date with the same force and effect as if they had been
made  on and as of the First Loan Date, except in the case of clause (y) for (i)
those  representations  and  warranties  which  address  matters  only  as  of a
particular  date  (which  shall  be  true  and correct as of such date) and (ii)
circumstances  in which the failure of such representations and warranties to be
true  and  correct  would  not,  individually or in the aggregate, reasonably be
expected  to  have  a  Material  Adverse  Effect.
(b)     Compliance  Certificate.  The Company shall have delivered to the Lender
        -----------------------
a  certificate of the Company's President, dated the First Loan Date, certifying
to  the  fulfillment  of  the conditions specified in subsections (a) and (e) of
this  Section  4.1.
(c)     No  Impediments.  No  statute,  judgment,  order or decree of any court,
        ---------------
regulatory  body, administrative agency or any other governmental agency or body
shall  be in effect which would impose any material limitation on the ability of
the  Lender  to  exercise  full  rights  of  ownership  of  the  Notes.
(d)     No  Defaults.  The  Company shall not be in default under any indenture,
        ------------
mortgage, agreement, instrument or commitment evidencing or under which there is
at  the  time  outstanding any Indebtedness of the Company or any Subsidiary, in
excess  of  $200,000,  or  which  results  in such Indebtedness, in an aggregate
amount  (with  other  defaulted Indebtedness) in excess of $200,000 becoming due
and  payable  prior  to  its  due  date.
(e)     No  Material  Adverse  Events.  Except  as  set  forth  in the schedules
        -----------------------------
attached  hereto  pursuant  to  Article III hereof, as disclosed in the 1934 Act
Filings  filed with the SEC prior to the date hereof or as set forth in Schedule
4.1(e)  hereto,  since  September  30,  2000,  there shall have been no Material
Adverse  Effect with respect to the Company (other than the continued incurrence
of  losses  in  the  ordinary  course  of  business).
(f)     Legal  Investment.  The  purchase  of  the  Note by the Lender hereunder
        -----------------
shall  be  legally permitted by all statutes, rules and regulations to which the
Lender  and  the  Company  are  subject.
(g)     Qualifications.  All  authorizations,  approvals  or permits, if any, of
        --------------
any  governmental  authority  or  regulatory  body  that  are  now  required  in
connection  with  the  lawful  issuance  and  sale  of the Note pursuant to this
Agreement  shall have been duly obtained and shall be in full force and effect.
(h)     Issuance Taxes.  All taxes imposed by law in connection with the initial
        --------------
issuance,  sale  and  delivery  of  the  Note  shall have been fully paid by the
Company, and all laws imposing such taxes shall have been fully complied with at
the  time  of  such  issuance.
(i)     Proceedings and Other Documents.  All corporate and other proceedings in
        -------------------------------
connection  with the transactions contemplated by this Agreement shall have been
taken,  and  the Lender shall have received such other documents and instruments
in  form and substance reasonably satisfactory to it and its counsel, as to such
other  matters  incident  to  the  transaction  contemplated  hereby  as  it may
reasonably  request.
(j)     Opinion  of Counsel.  The Lender shall have received the opinion of Hale
        -------------------
and  Dorr LLP, counsel for the Company, dated the First Loan Date, substantially
with  respect  to  the  matters  set  forth  on  Exhibit  C  attached  hereto.
(k)     Consents, Waivers, Etc.  The Company shall have obtained all consents or
        ----------------------
waivers  necessary  to  execute  and  deliver this Agreement, issue the Note and
carry  out  the  transactions  contemplated  hereby  and  thereby,  and all such
consents  and  waivers  shall be in full force and effect except for shareholder
approval.
(l)     Alpharma  Arrangements.  The  following  events  shall  have  occurred:
        ----------------------
(A)     each  of  the  Company  and Alpharma shall have executed and delivered a
Product  Purchase  Agreement  relating  to  the  Feverall  product,  in form and
substance  satisfactory  to  the  Lender,  and  Alpharma shall have acquired the
Feverall  product  pursuant  to  such  Product  Purchase  Agreement;  and
(B)     Each  of  the  Company  and Alpharma shall have executed and delivered a
Termination  Agreement,  in  form  of  substance  satisfactory  to  the Lender.
(m)     Delivery.  The  Company shall have delivered to the Lender (i) the Note,
        --------
(ii)  the  Security  Agreement,  (iii)  and  the  following:
(A)     a  certified  copy of the Company's Certificate of Incorporation and all
amendments  thereto,  certified  as  being  true  by  a principal Officer of the
Company;
(B)     a  copy  of the Company's Bylaws, as amended to date, certified as being
true  by  a  principal  Officer  of  the  Company;  and
(C)     a  certificate  of good standing of the Company as a foreign corporation
certified  as  of a recent date by the Secretary of State of the Commonwealth of
Massachusetts,  and from every jurisdiction in which the Company is qualified to
do  business.
(D)     a  signed  UCC-1 covering the Collateral (as such term is defined in the
Security  Agreement)
4.2     CONDITIONS  PRECEDENT  TO EACH LOAN4.2     Conditions Precedent to Each
Loan.  The  obligation  of the Lender to make any Loan other than the First Loan
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
conditions:
(a)     The conditions set forth in subsections (c), (d), (f) and (g) of Section
4.1  remain  fulfilled  or  waived  by  Lender.
(b)     No  event  has occurred and is continuing, or would result from the Loan
being  made  on  such date, which constitutes a Default or an Event of Default.
(c)     The  Lender  shall be reasonably satisfied that the proceeds of the Loan
being  made  will  be  used  as  set  forth  in  Section  6.1.
4.3     COOPERATION4.3     Cooperation.  The  Lender  shall take all reasonable
steps and use all reasonable efforts necessary or desirable, and shall cooperate
with  the  Company  to  enable  it,  to  obtain, as promptly as practicable, all
approvals,  authorizations,  certificates,  consents  and clearances required to
consummate  the  transactions contemplated hereby and satisfy the conditions set
forth  in  Sections  4.1  and  4.2.
                                    ARTICLE V

                        ARTICLE V1[Intentionally Omitted]


  ARTICLE VIARTICLE VI1AFFIRMATIVE COVENANTS OF THE COMPANYAFFIRMATIVE COVENANTS
                                 OF THE COMPANY
     Subject  to  Section  6.3  hereof, the Company hereby covenants and agrees:
6.1     USE  OF PROCEEDS6.1     Use of Proceeds.  The Company shall use all the
proceeds received from the Loans for (a) general working capital purposes or (b)
the  payment  of  legal  fees  and disbursements, accounting fees and investment
banking  fees  and  other  fees  and  expenses  incurred  in connection with the
transactions  contemplated  by this Agreement.  Pending the Company's use of the
proceeds  as  set  forth  herein,  the Company shall invest all Loan proceeds in
Permitted  Investments  consisting  exclusively  of  such  proceeds.
6.2     FURTHER  ASSURANCES6.2     Further  Assurances.  From  time to time the
Company  shall  execute  and  deliver  to  Lender  such  other  instruments,
certificates,  agreements  and  documents  and take such other action and do all
other  things  as may be reasonably requested by Lender in order to implement or
effectuate  the  terms  and  provisions  of  this  Agreement.
6.3     TERMINATION6.3     Termination.  The  covenants  and  agreements of the
Company set forth in this Article VI  shall terminate and be of no further force
or effect at such time as no principal or interest on the Note is outstanding or
payable  (whether  as  a  result of the payment of all outstanding principal and
accrued  interest  on  the Note) and no amounts may be borrowed pursuant to this
Agreement.
6.4     STRATEGIC TRANSACTION6.4     Strategic Transaction.  Promptly following
the date hereof, the Company shall seek to engage an investment bank, commercial
bank, business broker or comparable entity to assist the Company in consummating
a  strategic  transaction  with  a  third  party,  it  being understood that the
consummation of any strategic transaction shall be in the sole discretion of the
Company.
           ARTICLE VIIARTICLE VII1NEGATIVE COVENANTSNEGATIVE COVENANTS
     Subject  to  Section  7.14  hereof, the Company hereby covenants and agrees
that it will not, will not agree to and will not suffer or permit any Subsidiary
of  the Company to, do any of the following without the consent of the Requisite
Holders:
7.1     BORROWED  MONEY  INDEBTEDNESS7.1     Borrowed  Money  Indebtedness.
Create,  incur,  suffer or permit to exist, or assume or guarantee, or become or
remain  liable  with  respect  to  any  Borrowed  Money Indebtedness, except the
following:
     (a)     the  Note;
(b)     the  Borrowed  Money Indebtedness existing on the date of this Agreement
and  disclosed  in  the  Financial  Statements, and all renewals, extensions and
replacements  (but  not  increases)  of  any of the foregoing, provided that the
accrual  of  interest  on  such  liabilities,  so long as it is not converted to
principal,  shall  not  be  deemed  to  increase  such  liabilities;
(c)     purchase  money  Indebtedness  permitted  by  Section 7.10 to the extent
liens  securing the same are allowed by the other provisions of this Agreement;
(d)     capitalized  lease obligations to the extent leases with respect thereto
are  allowed  by  the  other  provisions  of  this  Agreement;  and
(e)     the  convertible  notes  issued  pursuant  to  the  May  1998 Securities
Purchase  Agreement.
(f)     additional principal of up to $500,000 of Borrowed Money Indebtedness in
the  aggregate  outstanding  at  any  time;
7.2     LIENS7.2     Liens.  Create or suffer to exist any Lien upon any of its
Property  now  owned  or  hereafter  acquired,  or acquire any Property upon any
conditional  sale or other title retention device or arrangement or any purchase
money  security  agreement; provided, however, that the Company any Subsidiaries
of  the  Company  may  create  or  suffer  to  exist  Permitted  Liens.
7.3     CONTINGENT  LIABILITIES7.3     Contingent  Liabilities.  Directly  or
indirectly  guarantee  the  performance  or  payment or, or purchase or agree to
purchase,  or assume or contingently agree to become or be secondarily liable in
respect  of,  any  obligation  or  liability  of  any  other  Person except for:
(a)     the  endorsement  of  checks  or  other  negotiable  instruments  in the
ordinary  course  of  business;
(b)     obligations  disclosed  to  Lender  in the Financial Statements (but not
increases  of  such  obligations  after  the  First Loan Date, provided that the
accrual  of  interest  on  such  obligations,  so long as it is not converted to
principal,  shall  not  be  deemed  to  increase  such  obligations);
(c)     obligations  in  respect of employees for continued service as evidenced
by  written  agreements with the Company as of the date of this Agreement; and
(d)     those  liabilities  permitted  under  Section  7.1  hereof;  and
(e)     customary  contractual  indemnity  obligations in the ordinary course of
business.
7.4     MERGERS,  CONSOLIDATIONS AND DISPOSITIONS AND ACQUISITIONS OF ASSETS7.4
Mergers,  Consolidations  and  Dispositions  and Acquisitions of Assets.  In any
single  transaction  or  series of related transactions, directly or indirectly:
     (a)     liquidate  or  dissolve;
(b)     be a party to any merger or consolidation unless (i) no Default or Event
of Default has occurred that is then continuing; (ii) immediately thereafter and
giving effect thereto, no event will occur and be continuing which constitutes a
Default;  (iii) the Company, or the Subsidiary, if any, is the surviving Person;
and  (iv)  the  Holders are given at least twenty (20) days prior notice of such
merger  or  consolidation  or  such  lesser  number  of days as is practicable;
(c)     sell, convey or lease all or substantially all of its assets, except for
the  sale  of  property  in  the  ordinary  course  of  business;  or
(d)     pledge,  transfer  or otherwise dispose of any equity interest in any of
its  Subsidiaries,  if any exist, or issue or permit any of its Subsidiaries, if
any  exist,  to  issue  any additional equity interests except to the Company or
another  of  its  Subsidiaries.
Notwithstanding  the foregoing, (i) nothing in this Agreement shall prohibit the
Company  from selling obsolete equipment or from replacing used equipment in the
ordinary  course of business and (ii) the Company may undertake a transaction of
the  character  contemplated  by  clauses  (b)  or  (c)  if, after giving effect
thereto,  the  consideration  from  such  transaction  that would be paid to the
holders  of  the  Company's Depositary Shares for each Depositary Share (whether
directly  from the acquiror or by distribution by the Company) would exceed $.10
per Depositary Share (subject to appropriate adjustments for stock splits, stock
dividends,  reclassifications,  or  similar  recapitalizations  affecting  the
Depositary  Shares).
7.5     REDEMPTION,  DIVIDENDS  AND  DISTRIBUTIONS7.5     Redemption, Dividends
and  Distributions.  At  any time, except as contemplated by this Agreement, the
terms  of  the  Note, by the Series H Preferred: (a) redeem, retire or otherwise
acquire,  directly  or  indirectly, any equity interest of the Company or any of
its  Subsidiaries  (other  than  $250,000  in  any  fiscal  year  to  be used to
effectuate  the repurchase of restricted stock issued to employees, directors or
consultants of the Company pursuant to a restricted stock agreement) or (b) make
any  distributions  of  any  property  or  cash in respect of any of its Capital
Stock.
7.6     NATURE OF BUSINESS7.6     Nature of Business.  Change the nature of its
business  or  enter  into any business which is substantially different from the
development,  manufacture  and  sale  of  pharmaceuticals  principally  for  the
pediatric  market.
7.7     TRANSACTIONS  WITH  RELATED  PARTIES7.7     Transactions  with  Related
Parties.  Enter  into any transaction or agreement with any Officer, director or
beneficial  owner  of five percent (5%) or more of the outstanding Capital Stock
in  the Company or any of its Subsidiaries (or any Affiliate of any such Person)
unless  the  transaction  is  upon  no  less favorable terms than those that are
obtainable  from  wholly  unrelated sources.  The provisions of this Section 7.7
shall  not  apply  to  (a)  fees  and compensation (including options and equity
compensation)  paid  to  or indemnity provided on behalf of Officers, directors,
employees  or  consultants  of  the  Company  and  any  of  its Subsidiaries, as
determined  by the Board of Directors of the Company or any of such Subsidiaries
or  the  Chief  Executive  Officer  thereof  in  good faith and (b) transactions
exclusively  between  or  among  the  Company's  Subsidiaries,  provided  such
transactions  are  not  otherwise prohibited by this Agreement.  Notwithstanding
the  prior  two sentences, the Company may not pay management or consulting fees
to  such  related  parties  in  excess  of  an  aggregate  of  $50,000 per year.
7.8     LOANS  AND  INVESTMENTS7.8     Loans  and  Investments.  Make any loan,
advance,  extension  of  credit  or capital contribution to, or make or have any
Investment  in, any Person, or make any commitment to make any such extension of
credit  or  investment,  except  (a)  Permitted  Investments,  (b)  normal  and
reasonable  advances  in  the  ordinary  course  of  business  to  Officers  and
employees.
7.9     ORGANIZATIONAL  DOCUMENTS7.9     Organizational  Documents.  Amend,
modify, restate or supplement its Certificate of Incorporation or Bylaws if such
action could reasonably be expected to adversely affect the rights of the Lender
under  this  Agreement.
7.10     LEASE  EXPENSES;  PURCHASE  MONEY INDEBTEDNESS7.10     Lease Expenses;
Purchase  Money  Indebtedness.  Permit  aggregate  operating  lease  expenses
(excluding  lease  payments  under  capital  leases),  for  the  Company and its
Subsidiaries  in the aggregate in any fiscal year, to exceed $500,000.  Incur or
create  new  capital  lease  obligations  or  purchase money Indebtedness in any
fiscal  year  in  excess  of  $200,000  in the aggregate for the Company and its
Subsidiaries.  Permit  aggregate  capital  lease  obligations and purchase money
Indebtedness  outstanding  at any one time to exceed $2,000,000 in the aggregate
for  the  Company  and  its  Subsidiaries.
7.11     SALE/LEASEBACKS7.11     Sale/Leasebacks.  Enter  into  any
sale/leaseback  transactions except as permitted under the provisions of Section
7.10.
7.12     ISSUANCE  OF  STOCK7.12     Issuance  of  Stock.  On  or  prior to the
Maturity  Date,  issue,  or become obligated to issue shares of Capital Stock or
securities  convertible  into  Capital  Stock,  except  for (i) shares of Common
Stock,  (ii) rights, warrants or options  to purchase shares of Common Stock and
(iii) Series H Preferred.  Prior to the Maturity Date, establish a "Shareholders
Rights  Plan"  or "Poison Pill" or issue any securities in connection therewith.
7.13     SUBSIDIARIES7.13     Subsidiaries.  Form,  create  or  acquire  any
Subsidiary.
7.14     TERMINATION7.14     Termination.  The  covenants and agreements of the
Company set forth in this Article VII shall terminate and be of no further force
or effect at such time as no principal or interest on the Note is outstanding or
payable  (whether  a  result  of  the  payment  of all outstanding principal and
accrued  interest  on the Note or the conversion of the Note) and no amounts may
be  borrowed  pursuant  to  this  Agreement.
       ARTICLE VIIIARTICLE VIII1DEFAULTS AND REMEDIESDEFAULTS AND REMEDIES
8.1     EVENTS  OF  DEFAULT8.1     Events  of  Default.  An  "Event of Default"
occurs  if:
(a)     the  Company  defaults  in  the payment of interest on the Note when the
same  becomes  due  and  payable  and  such  default continues for a period of 5
Business  Days;
(b)     the  Company  defaults  in the payment of the principal of the Note when
the  same  becomes  due  and  payable at the Maturity Date, upon acceleration or
otherwise;
(c)     the  Company  defaults in the performance of any covenants under Article
VII  of  this  Agreement;
(d)     the Company fails to comply with any of the provisions of this Agreement
(other  than Article VII) or the Security Agreement or breaches a representation
or  warranty  in the Security Agreement and such failure or breach continues for
20  Business  Days after notice from Holders of at least eighty percent (80%) of
the  aggregate  principal  amount  outstanding  under  the  Notes;
(e)     the  Company  defaults in payment on Borrowed Money Indebtedness (giving
effect  to  any applicable grace periods and any extensions thereof) of at least
$700,000  principal  amount;
(f)     there  has  been  an  acceleration  of  the final stated maturity of any
Borrowed  Money  Indebtedness  of the Company (which acceleration shall not have
been cured, waived, rescinded or annulled for 10 Business Days) if the aggregate
principal  amount  of  such  Borrowed  Money  Indebtedness,  together  with  the
principal  amount  of  any other such Borrowed Money Indebtedness in default for
failure  to  pay principal at maturity or which has been accelerated, aggregates
$700,000  or  more  at  any  time;
(g)     any representation or warranty of the Company under this Agreement shall
prove  to  have  been  incorrect  in  any  material  respect  when  made  or the
representations  and  warranties  contained in Section 3.9 shall be incorrect at
any  time  during  the  term  of  this  Agreement;
(h)     there  exists  an  outstanding  unsatisfied final judgment which, either
alone or together with other outstanding unsatisfied final judgments against the
Company,  exceeds  an  aggregate  of  $200,000  (to  the  extent  not covered by
insurance)  and  such judgment shall have continued undischarged or unstayed for
20  Business  Days  after  entry  thereof;
     (i)     the  Company,  pursuant  to or within the meaning of any Bankruptcy
Law:
     (i)     commenced  a  voluntary  case;
(ii)     consents  to  the  entry  of  an  order  for  relief  against  it in an
involuntary  case;
(iii)     consents  to  the  appointment  of  a  custodian  of  it or for all or
substantially  all  of  its  property;  or
     (iv)     makes  a  general assignment for the benefit of its creditors; or
(j)     a  court  of  competent jurisdiction enters an order or decree under any
Bankruptcy  Law  that:
     (i)     is  for  relief  against  the  Company  in  an  involuntary  case;
(ii)     appoints a custodian of the Company for all or substantially all of its
property;  or
(iii)     orders the liquidation of the Company, and the order or decree remains
unstayed  and  in  effect  for  90  consecutive  days.
8.2     ACCELERATION8.2     Acceleration.  If an Event of Default occurs and is
continuing,  the  Holders  of  at  least  eighty  percent (80%) of the aggregate
principal  amount  outstanding  under  the  Notes  by notice to the Company, may
declare  the  principal  of  and  any accrued interest on the Note to be due and
payable.  Upon  such  declaration  such  principal and interest shall be due and
payable  immediately.  If an Event of Default specified in Section 8.1(i) or (j)
occurs,  all  unpaid principal and accrued interest on the Note then outstanding
shall  ipso  facto  become  and  be  immediately  due  and  payable  without any
       ----  -----
declaration  or  other  act  on  the  part  of  any  Holder.
      ---
8.3     OTHER  REMEDIES8.3     Other  Remedies.  Notwithstanding  any  other
provision  of  this  Agreement, if an Event of Default occurs and is continuing,
Holders  of  at  least  eighty  percent  (80%) of the aggregate principal amount
outstanding under the Notes may pursue any available remedy by proceeding at law
or  in  equity to collect the principal of or interest then due on the Note held
by  such  Holders.  Without  limiting the foregoing, the Company, the Lender and
any  other  Holder  acknowledge  and  agree  that the respective remedies of the
Company,  the  Lender  and  any  other  Holder at law for a breach or threatened
breach  of  any  of the provisions of this Agreement would be inadequate and, in
recognition  of  that  fact,  agree that, in the event of a breach or threatened
breach by the Company of any of the provisions of this Agreement, in addition to
any  remedies  specified herein, at law or otherwise, Holders of at least eighty
percent  (80%)  of  the  aggregate principal amount outstanding under the Notes,
without posting any bond, shall be entitled to seek equitable relief in the form
of specific performance, a temporary restraining order, a temporary or permanent
injunction  or  any  other  equitable  remedy  which  may  then  be  available.
A  delay  or  omission  by any Holder in exercising any right or remedy accruing
upon  an  Event  of Default shall not impair the right or remedy or constitute a
waiver of or acquiescence in the Event of Default.  All remedies are cumulative.
8.4     WAIVER  OF  PAST  DEFAULTS8.4     Waiver  of  Past  Defaults.  Any past
Default  or  Event  of  Default and its consequences may be waived in accordance
with Section 10.1.  When a Default or an Event of Default is waived, it is cured
and  ceases.
      ARTICLE IXARTICLE IX1RESTRICTIONS ON TRANSFERRESTRICTIONS ON TRANSFER
9.1     SECURITIES  LAWS  RESTRICTIONS  ON  TRANSFER9.1     Securities  Laws
Restrictions  on  Transfer.  The  Note  shall  not be sold or transferred unless
either (a) they first shall have been registered under the Securities Act or (b)
the  Company  shall  have  been  furnished  with  an  opinion  of legal counsel,
reasonably  satisfactory  to  the Company, to the effect that such a transfer is
exempt  from  the  registration  requirements  of  the  Securities  Act.
9.2     RESTRICTIVE  LEGEND9.2     Restrictive  Legend.  Each  Note  shall  be
stamped  or otherwise imprinted with a legend in the following form (in addition
to  any  legend  required  under  applicable  state  securities  laws):
"THIS  NOTE  HAS  NOT  BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF
1933,  AS  AMENDED  (THE  "ACT"),  OR  ANY  STATE SECURITIES LAWS AND MAY NOT BE
TRANSFERRED,  SOLD  OR  OFFERED  FOR  SALE  EXCEPT  PURSUANT  TO  AN  EFFECTIVE
REGISTRATION  STATEMENT  AS  TO  THE NOTE UNDER THE ACT AND ANY APPLICABLE STATE
SECURITIES  LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY
THAT  SUCH  REGISTRATION  IS  NOT  REQUIRED."
The foregoing legend may be removed after the second anniversary of the later of
the  last  date  upon  which the Company or any Affiliate of the Company was the
owner  of  such  Security  (or  such shorter period of time as permitted by Rule
144(k)  under  the  Securities  Act  or  any  successor  provision).
9.3     ADDITIONAL  RESTRICTIONS9.3     Additional  Restrictions.
(a)     This  Agreement,  the  Note and the rights and obligations hereunder and
thereunder  may  be  transferred or assigned by a Holder to an Affiliate of such
Holder,  to  another  Holder, if any, or to any Person acquiring a Note having a
principal  amount equal to at least 25% of the aggregate principal amount of the
Note  or Notes then outstanding; provided, however, that the transferee provides
written  notice  of  such assignment to the Company stating its name and address
and the principal amount of the Note with respect to which such rights are being
assigned; and provided further, that the Company receives the written instrument
provided  in  subparagraph (b) below.  Any transferee to whom a transfer is made
in  accordance  with the immediately preceding sentence shall be deemed a Holder
for  purposes  of  this  Agreement.
(b)     Any  transferee  (other  than  a  Holder)  to  whom rights hereunder are
transferred  shall,  as  a  condition to such transfer, deliver to the Company a
written  instrument  by  which  such  transferee  agrees  to  be  bound  by  the
obligations  imposed  upon Holders under this Agreement to the same extent as if
such  transferee  were  a  party  hereto,  including  without  limitation  the
obligations  imposed  upon  Holders  pursuant  to  Section  11.8.
(c)     A  transferee  to  whom  such  rights  are  transferred pursuant to this
Section  9.3  may not again transfer such rights to any other Person, other than
as  provided  in  this  Section  9.3.
   ARTICLE XARTICLE X1AMENDMENT, SUPPLEMENT AND WAIVERAMENDMENT, SUPPLEMENT AND
                                     WAIVER
10.1     WITH CONSENT OF HOLDERS OF THE NOTE10.1     With Consent of Holders of
the  Note.  Except  as provided below in this Section 10.1, no provision of this
Agreement or the Note may be amended, supplemented or waived without the consent
of  Holders  of  at least eighty percent (80%) of the aggregate principal amount
outstanding under the Note voting as a single class (including consents obtained
in  connection  with  a  tender offer or exchange offer for, or purchase of, the
Note) and the Company, and no existing Default or Event of Default (other than a
Default or Event of Default in the payment of the principal of, premium, if any,
or  interest  on  the  Note,  other  than  a  payment  default resulting from an
acceleration  that  has  been rescinded) and no compliance with any provision of
this  Agreement  or the Note may be waived without the consent of the Holders of
at  least  eighty  percent  (80%)  of the aggregate principal amount outstanding
under  the  Note  voting  as  a  single  class  (including  consents obtained in
connection with a tender offer or exchange offer for, or purchase, of the Note).
Except  as  provided  below  in  this  Section  10.1, without the consent of the
Holders  holding  at  least 80% in principal amount of the Note then outstanding
(including consents obtained in connection with a tender offer or exchange offer
for,  or  purchase  of,  such Note) and the Company, no provisions of Article II
hereof may be amended, supplemented or waived in a manner that adversely affects
the  rights  of  any  Holder.
It  shall not be necessary for the consent of the Holders of the Note under this
Section  10.1  to  approve  the  particular  form  of  any  proposed  amendment,
supplement  or  waiver,  but it shall be sufficient if such consent approves the
substance  thereof.
After  an  amendment, supplement or waiver under this Section becomes effective,
the  Company  shall  mail to the Holders of the Note a notice briefly describing
the  amendment,  supplement  or waiver.  Any failure of the Company to mail such
notice,  or  any defect therein, shall not, however, in any way impair or affect
the  validity  of any such amendment, supplement or waiver.  Notwithstanding the
foregoing, without the consent of each Holder affected, an amendment, supplement
or  waiver  under  this Section 10.1 may not (with respect to the Note held by a
non-consenting  Holder):
     (a)     reduce  the  principal  amount  of  the  Note;
(b)     reduce  the  principal  of  or  change  the fixed maturity of the Note;
(c)     reduce the rate of or change the time for payment of interest, including
default  interest,  on  the  Note;
(d)     waive  a  Default  or Event of Default in the payment of principal of or
premium, if any, or interest on the Note (except a rescission of acceleration of
the  Note  by  the  Requisite  Holders  and a waiver of the payment default that
resulted  from  such  acceleration);
(e)     make  any  Note  payable  in  money other than that stated in the Note;
(f)     make  any change in the provisions of this Agreement relating to waivers
of past Defaults or the rights of the Holders of the Note to receive payments of
principal  of  or  interest  on  the  Note;  or
(g)     make  any  changes  in  the  foregoing amendment and waiver provisions.
                 ARTICLE XIARTICLE XI1MISCELLANEOUSMISCELLANEOUS
11.1     NOTICES11.1     Notices.  All  notices, requests, demands, claims, and
other  communications  to  any  party  hereunder or pursuant to the terms hereof
shall  be  in  writing.  Any  such  notice,  request,  demand,  claim,  or other
communication  to  any  party  hereunder  shall  be  deemed duly delivered three
Business  Days  after it is sent by registered or certified mail, return receipt
requested, postage prepaid, or one Business Day after it is sent via a reputable
nationwide  overnight courier service, in each case to the intended recipient as
set  forth  below:
     if  to  the  Lender,  to:
     FS  Ascent  Investments  LLC
c/o  FS  Private  Investments  LLC
55  East  52nd  Street
New  York,  New  York  10055-0002
     Attention:  James  L.  Luikart
     with  a  copy  to:
     Stroock  &  Stroock  &  Lavan  LLP
180  Maiden  Lane
New  York,  New  York  10038
     Attention:  Melvin  Epstein,  Esq.
     and
     Alpharma  Inc.
One  Executive  Drive
Fort  Lee,  New  Jersey  07024
     Attention:  Chief  Legal  Officer
     If  to  the  Company,  to:
     Ascent  Pediatrics,  Inc.
187  Ballardvale  Street,  Suite  B125
Wilmington,  Massachusetts  01887
     Attention:  Emmette  Clemente
     with  a  copy  to:
     Hale  and  Dorr  LLP
60  State  Street
Boston,  Massachusetts  02109
     Attention:  David  E.  Redlick,  Esq.
If  to  a  Holder  other than the Lender, to the address provided to the Company
pursuant  to  Section  9.3.
Any  party  may  give  any  such  notice,  request,  demand,  claim,  or  other
communication  using  any  other  means  (including personal delivery, expedited
courier, messenger service, telecopy, telex, ordinary mail, or electronic mail),
but  no  such  notice,  request,  demand, claim, or other communication shall be
deemed  to  have been duly given unless and until it actually is received by the
party  for  whom  it  is  intended.  Any  party  may change the address to which
notices, requests, demands, claims, and other communications hereunder are to be
delivered  by  giving  the  other parties notice in the manner herein set forth.
11.2     DUPLICATE ORIGINALS11.2     Duplicate Originals.  The parties may sign
any  number of copies of this Agreement.  Each signed copy shall be an original,
but  all  of  them  together  represent  the  same  agreement.
11.3     GOVERNING  LAW11.3     Governing  Law.  The  laws  of the State of New
York,  without  regard  to  principles  of  conflicts  of law, shall govern this
Agreement  and  the  Securities.
11.4     NO  ADVERSE  INTERPRETATION  OF  OTHER  AGREEMENTS11.4     No  Adverse
Interpretation of Other Agreements.  This Agreement may not be used to interpret
another  indenture,  loan or debt agreement of the Company or a subsidiary.  Any
such  indenture,  loan  or  debt  agreement  may  not  be used to interpret this
Agreement.
11.5     SUCCESSORS AND ASSIGNS11.5     Successors and Assigns.  All agreements
of  the  Company  in this Agreement and the Securities shall bind its successors
and  assigns.  All  agreements  of  the  Lender in this Agreement shall bind its
successors  and  assigns.
11.6     SEPARABILITY11.6     Separability.  In  case  any  provision  in  this
Agreement  or  in the Securities shall be invalid, illegal or unenforceable, the
validity,  legality  and enforceability of the remaining provisions shall not in
any  way  be  affected  or  impaired  thereby.
11.7     HEADINGS,  ETC.11.7     Headings,  etc.  The  Headings of the Articles
and  Sections  of this Agreement have been inserted for convenience of reference
only,  are  not  to  be  considered  a part hereof and shall in no way modify or
restrict  any  of  the  terms  or  provisions  hereof.
11.8     CONFIDENTIALITY11.8     Confidentiality.  The  Lender  and  each other
Holder  agree  that  he, she or it will keep confidential and will not disclose,
divulge  or use for any purpose other than to monitor his, her or its investment
in  the  Company  any confidential, proprietary or secret information which such
Holder may obtain from the Company pursuant to financial statements, reports and
other  materials  submitted  by  the  Company  to  such  Holder pursuant to this
Agreement,  or  pursuant  to  visitation or inspection rights granted hereunder,
unless  such  information  is known, or until such information becomes known, to
the  public  (other  than  as  a result of a breach of this Section 11.8 by such
Holder);  provided,  however  that  a  Holder  may  disclose such information if
required  by  law, provided that the Holder provides prior written notice to the
Company  of  such proposed disclosure and takes reasonable steps to avoid and/or
minimize  the extent of any such required disclosure.  The Lender and each other
Holder  further  acknowledge  and  agree  that  certain  of  the  confidential,
proprietary  or secret information which it may obtain hereunder may be material
non-public  information  and  that  neither  it  nor any of its Affiliates shall
engage  in  any  acquisition, disposition or other similar transaction involving
the  Company's  securities  on  the  basis  of,  or  at such time as such Holder
possesses,  such  material  non-public  information.
11.9     LENDER  REPRESENTATIONS  AND  WARRANTIES11.9
LenderRepresentationsandWarranties 3 .  Lender hereby represents and warrants to
the  Company  that (i) it and each of its members is an "accredited investor" as
that  term  is defined in Rule 501(a) promulgated under the Securities Act, (ii)
it  and  each  of  its  members  has  the  requisite knowledge and experience in
financial  and business matters to be capable of evaluating the merits and risks
of  an  investment  in  the Company, (iii) it and each of its members has had an
opportunity  to discuss the Company's business, management and financial affairs
with  the Company's management, (iv) it and each of its members is acquiring the
Note for investment for its own account and not with a view to, or for resale in
connection  with,  any  distribution  thereof; nor with any present intention of
distributing  or selling the same; and has no present or contemplated agreement,
undertaking,  arrangement,  obligation, indebtedness or commitment providing for
the  disposition  thereof,  (v)  it and each of its members understands that the
Note  has  not  been  registered under the Securities Act and it will not offer,
sell,  transfer,  pledge,  hypothecate  or otherwise dispose of any of the Notes
except  pursuant to an exemption from, or otherwise in a transaction not subject
to,  the  registration  requirements  of  the  Securities  Act or pursuant to an
effective registration statement under the Securities Act, and, in each case, in
accordance  with  any  applicable  state  securities  or  "blue  sky"  laws.

<PAGE>
IN  WITNESS  WHEREOF, the parties hereto have duly executed this Agreement as of
the  day  and  year  first  above  set  forth.
ASCENT  PEDIATRICS,  INC.
By:      /s/  Emmett  Clemente
        ----------------------
Name:  Emmet  Clemente
Title:  Chief  Executive  Officer
FS  ASCENT  INVESTMENTS  LLC
By:  FS  PRIVATE  INVESTMENTS,  LLC,
     MANAGER


By:      /s/  James  Luikart
        --------------------
Name:  James  L.  Luikart
Title:  Managing  Member

<PAGE>
                                                                       EXHIBIT A
                                      NOTE
                                                       Wilmington, Massachusetts
                                                                 January 2, 2001
Up  to  $6,250,000
     FOR  VALUE  RECEIVED,  the undersigned, ASCENT PEDIATRICS, INC., a Delaware
corporation  (the  "Company"),  HEREBY PROMISES TO PAY to the order of FS ASCENT
INVESTMENTS  LLC, a Delaware limited liability company (the "Lender"), in lawful
money of the United States of America in immediately available funds, the amount
of  $6,250,000 or, if less, the aggregate unpaid amount of all Loans made to the
undersigned  under  the  "Loan  Agreement" (as hereinafter defined).  Schedule A
attached  hereto  and  incorporated herein by reference records (i) the date and
amount of each Loan hereunder, (ii) the date and amount of any interest payments
due  hereunder  and  (iii)  the  date  and  amount of any principal and interest
payments  made by the Company hereunder; provided , however, that any failure to
endorse  such  information on such schedule or continuation thereof shall not in
any  manner  affect  the obligation of the Company to make payments of principal
and  interest  in accordance with the terms of this Note.  All capitalized terms
used  but  not  otherwise  defined herein have the meanings given to them in the
Loan  Agreement.
The  Note is issued pursuant to that certain Loan Agreement dated as of December
29,  2000  by  and  between  the  Company and the Lender (including all annexes,
exhibits  and  schedules  thereto  and  as  amended,  modified,  restated  or
supplemented  from  time to time (the "Loan Agreement")), and is entitled to the
benefit  and  security  of  the Loan Agreement.  Reference is hereby made to the
Loan  Agreement  for  a statement of all of the terms and conditions under which
the  Loans  evidenced  hereby  are  made  and  are  to  be  repaid.
     1.     Interest  and  Principal  Payments.  The  principal  amount  of  the
indebtedness  evidenced  hereby shall be payable in the amounts and on the dates
specified  in  the  Loan  Agreement,  the terms of which are hereby incorporated
herein by reference.  Interest thereon shall be paid until such principal amount
is  paid  in full at such interest rates and at such times, and pursuant to such
calculations,  as  are  specified  in  the  Loan  Agreement.
2.     Default  and Remedies.  Subject to the requirements of Section 8.2 of the
Loan Agreement, upon and after the occurrence of any Event of Default, this Note
may,  as  provided  in  the  Loan  Agreement, be declared, and immediately shall
become,  due  and  payable.
     3.     Legends.
     "THIS  NOTE  HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT
OF  1933,  AS  AMENDED  (THE "ACT"), OR ANY STATE SECURITIES LAWS AND MAY NOT BE
TRANSFERRED,  SOLD  OR  OFFERED  FOR  SALE  EXCEPT  PURSUANT  TO  AN  EFFECTIVE
REGISTRATION  STATEMENT  AS  TO THIS NOTE UNDER THE ACT AND ANY APPLICABLE STATE
SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY STATISFACTORY TO THE COMPANY
THAT  SUCH  REGISTRATION  IS  NOT  REQUIRED."
     The  foregoing  legend  may  be removed after the second anniversary of the
last  date  upon which the Company or any Affiliate of the Company was the owner
of  such  Security  (or  such shorter period of time as permitted by Rule 144(k)
under  the  Securities  Act  or  any  successor  provision).
4.     Governing  Law.  THIS  NOTE  SHALL  BE  GOVERNED  BY  AND  CONSTRUED  IN
ACCORDANCE  WITH  THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE
AND  PERFORMED  IN  THAT  STATE.
     ASCENT  PEDIATRICS,  INC.
     By:
Name:  Emmet  Clemente
Title:  Chief  Executive  Officer

<PAGE>
                            Schedule A to the Note of
                             Ascent Pediatrics, Inc.
                              Dated January 2, 2001



<PAGE>
                                                                       EXHIBIT B

                           FORM OF NOTICE OF BORROWING

     Reference is made to that certain Loan Agreement dated as December 29, 2000
by  and  among Ascent Pediatrics, Inc. (the "Company") and FS Ascent Investments
LLC  (the  "Lender") (including all annexes, exhibits and schedules thereto, and
as  from time to time amended, restated, supplemented or otherwise modified, the
"Loan Agreement").  Capitalized terms used herein without definition are so used
as  defined  in  the  Loan  Agreement.

The  Company  hereby gives irrevocable notice, pursuant to Section 2.3(a) of the
Loan  Agreement,  that  it  requests a Loan under the Loan Agreement and in that
connection  sets  forth  below  the  terms on which such Loan is requested to be
made:

(A)     Date  of  Borrowing
     (which  is  a  Business  Day)
__________________________________________________

(B)     Principal  Amount  of  Loan
________________________________________________

(C)     Funds  are  requested  to  be  disbursed
     to  the  Company  account  with
________________________________________________


Account  No.  _________________________

(D)     Use  of  Proceeds:


<PAGE>
The  Company  shall  indemnify  the  Lender  against  any  loss, cost or expense
including,  without  limitation,  the  cost  of  Lender  funds  on  its  credit
facilities,  incurred  by  the  Lender as a result of the Loan requested in this
Notice  of  Borrowing  not  being  made  if  such Loan is not made by the Lender
because the conditions precedent to such Loan as set forth in Section 4.1 or 4.2
of  the  Loan  Agreement  were  not  satisfied  or  waived.

IN  WITNESS  WHEREOF,  the  Company  has  caused  this Notice of Borrowing to be
executed  and  delivered by its duly authorized officer as of the date first set
above.


ASCENT  PEDIATRICS,  INC.


By:_________________________________


Title:_______________________________

<PAGE>
                                                                       EXHIBIT C

                          OPINION OF HALE AND DORR LLP

1.     The  Company  is  a  corporation  existing and in good standing under the
General  Corporation  Law  of  the  State  of  Delaware.

2.     The  Certificate  of Designations, in substantially the form of Exhibit A
attached to the Fifth Amendment, has been duly authorized, approved and filed by
the Company with  Secretary of State of the State of Delaware as of December __,
2000  and  is  effective  as  of  such  date.

3.     The  Company  has the requisite corporate power and authority to execute,
deliver  and  perform  the  Loan Agreement, the Security Agreement and the Fifth
Amendment.

4.     The  Board  of Directors of the Company has adopted by requisite vote the
resolutions  necessary  to  authorize the execution, delivery and performance by
the  Company  of  the  Loan  Agreement  the  Security  Agreement  and  the Fifth
Amendment.

5.     The  Company  has  duly  executed  and  delivered the Loan Agreement, the
Security  Agreement  and  the  Fifth  Amendment.

6.     The  Loan Agreement, the Security Agreement and the Fifth Amendment are a
valid  and  binding  obligations  of the Company and are enforceable against the
Company  in  accordance  with  their  respective  terms  (subject  to  customary
exceptions).

7.     The  Note has been duly authorized, executed, issued and delivered by the
Company  and  constitutes  a  valid  and  binding  obligation  of  the  Company
enforceable  against  the  Company  in  accordance  with  its  terms (subject to
customary  exceptions).

8.     The  Series  H Preferred Stock to be issued under the Fifth Amendment has
been duly authorized and, when issued and delivered in accordance with the Fifth
Amendment,  will  be  validly  issued,  fully  paid,  non-assessable,  free  of
preemptive and similar rights and will be offered, issued, sold and delivered by
the Company in transactions in compliance with the applicable federal, state and
foreign  securities  laws.

9.     The  execution  and  delivery  by  the Company of the Loan Agreement, the
Security  Agreement  and  the  Fifth  Amendment  and  the  performance  of  its
obligations thereunder will not (a) constitute a violation of the certificate of
incorporation  or  bylaws of the Company, (b) constitute a material violation by
the  Company  of  any  statutory  law or governmental regulation covered by this
Opinion,  or (c) breach, or result in a default under any existing obligation of
the  Company  under  any  of  its  Other  Specified  Agreements.  The term Other
Specified  Agreements  means  those  agreements set forth on Schedule A attached
hereto.

10.     Except  as  provided  on  the  schedule of Governmental Filings attached
hereto  as  Schedule  B,  to  our  knowledge  and  based  in  part  upon  the
representations  of  the  Lender  in  the  Loan  Agreement,  the Company was not
required to obtain any consent, approval, authorization or order of, or make any
filings  or  registrations with, any United States federal court or governmental
agency  in  order  to  obtain  the right to enter into or perform under the Loan
Agreement,  the Security Agreement and the Fifth Amendment or to take any of the
actions  taken  by  it  on  or prior to this date to consummate the transactions
contemplated  thereby,  except for (i) such consents, authorizations, approvals,
orders, registrations or filings as have been obtained or made prior to the date
hereof,  or  as  permitted  to  be  made or obtained on or after the date hereof
pursuant  to  the Loan Agreement, the Security Agreement and the Fifth Amendment
and  the  exhibits  and schedules thereto, respectively; and (ii) such consents,
authorizations,  approvals,  orders,  registrations  or  filings  as  could  not
individually  or  in  the  aggregate  reasonably  be expected to have a Material
Adverse  Effect.

11.     The  Company  is  not  an "investment company" within the meaning of the
Investment  Company  Act  of  1940,  as  amended.

12.     The  provisions  of  the  Loan  Agreement and the Security Agreement are
effective  to create, in favor of the Lender to secure the payment to the Lender
of the Loan, a valid security interest in the Collateral to the extent that such
Collateral  is  property  of  a  type  subject  to  Article  9  of  the  UCC.