Exhibit 10.16(B)

                        TERM LOAN AND SECURITY AGREEMENT

                         DATED AS OF SEPTEMBER 30, 2000

          TERM LOAN AGREEMENT dated as of September 30, 2000 between
PHARMACEUTICAL FORMULATIONS INC., 460 Plainfield Avenue, Edison, New Jersey
08818, a Delaware corporation (the "Borrower"), and ICC INDUSTRIES INC., 460
Park Avenue, New York, New York 10022, a New York corporation (the "Lender").

                                    RECITALS

          WHEREAS, the Lender and the Borrower have previously entered into a
Term Loan and Security Agreement dated as of July 1, 2000 (the "Prior Loan
Agreement"), and Borrower executed a Promissory Note dated July 1, 2000 (the
"Prior Promissory Note") in the amount of seven million seven hundred fifty-two
thousand one hundred dollars ($7,752,100), which covered loans made by Lender to
Borrower in the amounts and on the dates set forth in EXHIBIT A attached hereto.

          WHEREAS, the Lender has loaned to Borrower or has paid to Austin
Chemical on behalf of Borrower additional sums totaling four million eighty-five
thousand dollars ($4,085,000), in the amounts and on the dates set forth in
Exhibit B attached hereto; and

          WHEREAS, Lender's loans to Borrower as of this date now total eleven
million eight hundred thirty seven thousand one hundred dollars ($11,837,100)

          WHEREAS, the parties have agreed that the loans from Lender to
Borrower shall be governed by the terms and conditions of this Term Loan and
Security Agreement, and that payment shall be made in accordance with the
payment schedule set forth in a Promissory Note of even date to be executed by
Borrower in the form of Exhibit C attached hereto; and

          NOW, THEREFORE, in consideration of the foregoing and the covenants
contained herein, the Borrower and the Lender agree as follows:

                                    ARTICLE I

                        AMOUNTS AND TERMS OF THE ADVANCES

          SECTION 1.1. THE LOAN. The parties agree that the loans outstanding
from Lender to Borrower totaling $11,837,100 shall be governed by the terms and
conditions hereinafter set forth, and said loans shall hereinafter referred to
as the "Loan".

          SECTION 1.2. INTEREST AND REPAYMENT. The Borrower shall repay, and
shall pay interest on, the aggregate unpaid principal amount of the Loan in
accordance with the Note, evidencing the indebtedness resulting from such Loan
and delivered to the Lender pursuant to Article II.

          SECTION 1.3. OPTIONAL PREPAYMENTS. The Borrower may prepay, without
any penalty, the Note in whole or in part with any accrued interest due on the
amount prepaid.

          SECTION 1.4. CONVERSION OF INVOICES. The amounts due to Lender under
the invoices identified in Exhibits A and B are no longer due and payable under
the terms set forth in said invoices. Instead, said indebtedness to Lender is
hereby converted to the indebtedness covered by the Loan set forth herein.

          SECTION 1.5. PAYMENTS AND COMPUTATIONS. The Borrower shall make each
payment under any Loan Document (as hereinafter defined) not later than 3:00
p.m. (New York City time) on the day when due in lawful money of the United
States of America to the Lender at its address referred to in Section 6.2 in
same day funds. All computations of interest under the Note shall be made by the
Lender on the basis of a year of 360 days, for the actual number of days elapsed
(including the first day but excluding the last day).

          SECTION 1.6. PAYMENT ON NON-BUSINESS DAYS. Whenever any payment to be
made hereunder or under the Note shall be stated to be due on a Saturday, Sunday
or a public or bank holiday or the equivalent for banks generally under the laws
of the State of New York (any other day being a "Business Day"), such payment
may be made on the next succeeding Business Day, and such extension of time
shall in such case be included in the computation of payment of interest.

                                   ARTICLE II

                              CONDITIONS OF LENDING

          SECTION 2.1. CONDITIONS OF LENDING. At the option of the Lender, the
obligation of the Lender to make the Loan is subject to the satisfaction of the
following conditions precedent:

                    (A) The Lender shall have received the Note, dated as of the
               date hereof, in form and substance satisfactory to the Lender;

                    (B) The following statements shall be true as of the date
               hereof:

                         (i) The representations and warranties contained in
                    Section 3.1 of this Agreement are correct on and as of the
                    date hereof; and

                         (ii) No event has occurred and is continuing, or would
                    result from such Loan, which constitutes an Event of Default
                    (as hereinafter defined);

                    (C) The Lender shall have received a certified copy of the
               resolutions of the Board of Directors of Borrower, approving each
               Loan Document to which it is a party, and of all documents
               evidencing other necessary corporate action, if any, with respect
               to each such Loan Document;

                    (D) The Lender shall have received such other approvals,
               opinions or documents as the Lender may reasonably request.

                                   ARTICLE III

                         REPRESENTATIONS AND WARRANTIES

          SECTION 3.1. REPRESENTATIONS AND WARRANTIES OF THE BORROWER. The
Borrower represents and warrants as follows:

               (A) The Borrower is a corporation duly incorporated and validly
          existing under the laws of the state of Delaware, has the power to
          transact the business in which it is now engaged and is duly qualified
          as a foreign corporation under the laws of each jurisdiction where its
          ownership or lease of property or the conduct of its business requires
          such qualification.

               (B) The execution, delivery and performance by the Borrower of
          this Agreement are within the Borrower's corporate powers, have been
          duly authorized by all necessary corporate action and do not
          contravene the Borrower's charter or by-laws.

               (C) No authorization or approval or other action by, and no
          notice to or filing with, any governmental authority or regulatory
          body is required for the due execution, delivery and performance by
          the Borrower of this Agreement.

               (D) This Agreement is a legal, valid and binding obligation of
          the Borrower enforceable against the Borrower in accordance with its
          terms.

               (E) The proceeds of the Loan will be used solely for the purpose
          of Borrower's working capital and will not be used to acquire any
          security in any transaction which is subject to Sections 13 and 14 of
          the Securities Exchange Act of 1934.

                                   ARTICLE IV

                            COVENANTS OF THE BORROWER

          SECTION 4.1. AFFIRMATIVE COVENANT. So long as the Note shall remain
unpaid, the Borrower will, unless the Lender shall otherwise consent in writing:

               (A) Compliance with Laws, Etc. Comply, in all material respects,
          with all applicable laws, rules, regulations and orders.

          SECTION 4.2. NEGATIVE COVENANT. So long as the Note shall remain
unpaid, the Borrower will not, without the written consent of the Lender, other
than those liens that presently exist, create or suffer to exist any lien,
security interest or other encumbrance upon or with respect to any of its
properties or assets, whether now owned or hereafter acquired, or assign any
right to receive income.

                                    ARTICLE V

                                SECURITY INTEREST

          SECTION 5.1. SECURITY INTEREST. The Borrower has granted Lender a
subordinated security interest in all of its assets, which shall secure
Borrower's loans under this Agreement. That security interest is reflected by a
UCC 1 filing which has been filed with the State of New Jersey and County of
Middlesex.

                                   ARTICLE VI

                                EVENTS OF DEFAULT

          SECTION 6.1. EVENTS OF DEFAULT. If any of the following events
("Events of Default") shall occur and be continuing:

               (A) The Borrower shall fail to pay any installment of principal
          of, or interest on, the Note within five Business Days of the date
          when due; or

               (B) Any representation or warranty made by Borrower under or in
          connection with any Loan Document shall prove to have been incorrect
          in any material respect when made which is not cured within five (5)
          Business Days of receiving notice of such breach by Lender; or

               (C) Borrower shall fail to perform or observe any other term,
          covenant or agreement contained in any Loan Document on their
          respective parts to be performed or observed; or

               (D) Borrower shall make a general assignment for the benefit of
          creditors; or any proceeding shall be instituted by or against
          Borrower seeking to adjudicate it a bankrupt or insolvent, or seeking
          liquidation, winding up, reorganization, arrangement, adjustment,
          protection, relief, or composition of it or its debts under any law
          relating to bankruptcy, insolvency or reorganization or relief of
          debtors, or seeking the entry of an order for relief or the
          appointment of a receiver, trustee, or other similar official for it
          or for any substantial part of its property; or Borrower shall take
          any corporate action to authorize any of the actions set forth above
          in this subsection (D); or

               (E) Any judgment or order for the payment of money shall be
          rendered against Borrower and enforcement proceedings shall have been
          commenced by any creditor upon such judgment or order.

                                   ARTICLE VII

                                  MISCELLANEOUS

          SECTION 7.1. AMENDMENT, ETC. No amendment or waiver of any provision
of this Agreement or the Note, nor consent to any departure by the Borrower
therefrom, shall in any event be effective unless the same shall be in writing
and signed by the Lender and then such waiver or consent shall be effective only
in the specific instance and for the specific purpose for which given.

          SECTION 7.2. NOTICES, ETC. Any notice, demand, request or other
communication hereunder shall be in writing and shall be delivered by personal
service or mailed certified mail, postage prepaid, return receipt requested, to
the parties at the addresses for such notices set forth below, with a copy also
sent by telefax to the telefax number listed below. Such notices shall be
effective upon receipt by the respective addresses thereof. The parties hereto
may change their respective addresses for such notices by delivering or mailing
to the other party hereto, as aforesaid, a notice of such change.

                             If to the Borrower:

                             Pharmaceutical Formulations Inc.
                             460 Plainfield Avenue
                             Edison, New Jersey 08818
                             Attention: President
                             Fax No.: 732-819-3330

                             If to  the  Lender:

                             ICC Industries Inc.
                             460 Park Avenue
                             New York, New York 10022
                             Attention: President
                             Fax No.: 212-521-1949

          SECTION 7.3. NO WAIVER; REMEDIES. No failure on the part of the Lender
to exercise, and no delay in exercising, any right under any Loan Document shall
operate as a waiver thereof; nor shall any single or partial exercise of any
right under any Loan Document preclude any other or further exercise thereof or
the exercise of any other right. The remedies provided in the Loan Documents are
cumulative and not exclusive of any remedies provided by law.

          SECTION 7.4. ACCOUNTING TERMS. All accounting terms not specifically
defined herein shall be construed in accordance with generally accepted
accounting principles consistently applied, except as otherwise stated herein.

          SECTION 7.5. COSTS, EXPENSES AND TAXES. The Borrower agrees to pay on
demand all costs and expenses in connection with the preparation, execution,
delivery, filing, recording and administration of the Loan Documents and the
other documents to be delivered under the Loan Documents, including, without
limitation, the fees and out-of-pocket expenses of counsel for the Lender, with
respect thereto and with respect to advising the Lender as to its rights and
responsibilities under the Loan Documents, and all costs and expenses, if any
(including counsel fees and expenses), in connection with the enforcement of the
Loan Documents and the other documents to be delivered under the Loan Documents.
In addition, the Borrower shall pay any and all stamp and other taxes and fees
payable or determined to be payable in connection with the execution, delivery,
filing and recording of the Loan Documents and the other documents to be
delivered under the Loan Documents, and agrees to save the Lender harmless from
and against any and all liabilities with respect to or resulting from any delay
in paying or omission to pay such taxes and fees.

          SECTION 7.6. RIGHT OF SET-OFF. Upon the occurrence and during the
continuance of any Event of Default the Lender is hereby authorized at any time
and from time to time, to the fullest extent permitted by law, to set off and
apply any and all deposits (general or special, time or demand, provisional or
final) at any time held and other indebtedness at any time owing by the Lender
to or for the credit or the account of the Borrower against any and all of the
obligations of the Borrower now or hereafter existing under any Loan Document,
irrespective of whether or not the Lender shall have made any demand under such
Loan Document and although such obligations may be unmatured. The Lender agrees
promptly to notify the Borrower after any such set-off and application, provided
that the failure to give such notice shall not affect the validity of such
set-off and application. The rights of the Lender under this section are in
addition to other rights and remedies (including, without limitation, other
rights of set-off) which the Lender may have.

          SECTION 7.7. PRIOR AGREEMENT. This Term Loan and Security Agreement
amends and restates the Prior Loan Agreements dated as of April 1, 1999 and July
1, 2000.

          SECTION 7.8. BINDING EFFECT; GOVERNING LAW; JURISDICTION.

               (A) This Agreement shall be binding upon and inure to the benefit
          of the Borrower and the Lender and their respective successors and
          assigns, except that the Borrower shall not have the right to assign
          its rights hereunder or any interest herein without the prior written
          consent of the Lender. This Agreement and the Note shall be governed
          by, and construed in accordance with, the laws of the State of New
          York.

               (B) The Borrower agrees that any legal action or proceeding with
          respect to this Agreement or to enforce any judgment obtained against
          the Borrower in connection herewith may be brought by the Lender in
          the courts of the State of New York or in the United States District
          Court for the Southern District of New York, or any other court to the
          jurisdiction of which the Borrower or any of the Borrower's property
          is or may be subject. The Borrower irrevocably submits to the
          jurisdiction of the courts of the State of New York or of the United
          States District Court for the Southern District of New York, and
          irrevocably waives any present or future claim that any such court is
          an inconvenient forum, in connection with any action or proceeding
          arising out of this Agreement.

          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed by their respective officers thereunto duly authorized, as of the
date first above written.

PHARMACEUTICAL FORMATIONS INC.             ICC INDUSTRIES INC.
(Borrower)                                 (Lender)



By:  /S/ A. CANTAFFA                       By:  /S/ SUSAN AIBINDER
     __________________________                 __________________________
Name: A. Cantaffa                          Name:
Title:  Vice president-Sales & Marketing   Title:

<PAGE>

                                                                       EXHIBIT A

                        EXHIBIT A - LOANS MADE BY LENDER
                               ICC INDUSTRIES INC.

Original Loan - $3,000,000 made April 1, 1999

Additional Loans as of July 1, 2000:

                          AMOUNT OF LOAN                        DATE OF LOAN
                          --------------                        ------------
                          $312,100.00                           03/23/00
                          $450,000.00                           03/30/00
                          $150,000.00                           04/17/00
                          $ 75,000.00                           04/18/00
                          $180,000.00                           04/24/00
                          $200,000.00                           04/25/00
                          $ 40,000.00                           04/26/00
                          $ 50,000.00                           05/01/00
                          $165,000.00                           05/02/00
                          $100,000.00                           05/03/00
                          $145,000.00                           05/05/00
                          $100,000.00                           05/08/00
                          $175,000.00                           05/09/00
                          $ 30,000.00                           05/10/00
                          $100,000.00                           05/11/00
                          $150,000.00                           05/18/00
                          $ 80,000.00                           05/19/00
                          $140,000.00                           05/22/00
                          $100,000.00                           05/23/00
                          $ 50,000.00                           05/25/00
                          $120,000.00                           05/26/00
                          $525,000.00                           05/26/00
                          $155,000.00                           05/30/00
                          $190,000.00                           05/31/00
                          $ 75,000.00                           06/01/00
                          $225,000.00                           06/02/00
                          $125,000.00                           06/05/00
                          $135,000.00                           06/06/00
                          $100,000.00                           06/08/00
                          $ 50,000.00                           06/09/00
                          $100,000.00                           06/12/00
                          $100,000.00                           06/20/00
                          $ 30,000.00                           06/21/00
                          $ 30,000.00                           06/26/00
                          -------------
Total Additional Loans: $4,752,100.00
                          -------------


Total of all Loans as of July 1, 2000:                      $7,752,100.00

<PAGE>
                                                                       EXHIBIT B

                        EXHIBIT B - LOANS MADE BY LENDER
           ICC INDUSTRIES INC. UNDER TERM LOAN AND SECURITY AGREEMENT
                         DATED AS OF SEPTEMBER 30, 2000



                  AMOUNT OF LOAN                       DATE OF LOAN
                  --------------                       ------------
                  $ 75,000.00                          07/06/00
                  $ 75,000.00                          07/10/00
                  $175,000.00                          07/13/00
                  $135,000.00                          07/14/00
                  $250,000.00                          07/17/00
                  $ 50,000.00                          07/18/00
                  $100,000.00                          07/19/00
                  $125,000.00                          07/20/00
                  $100,000.00                          07/21/00
                  $ 25,000.00                          07/26/00
                  $ 55,000.00                          07/28/00
                  $100,000.00                          07/31/00
                  $ 30,000.00                          08/01/00
                  $200,000.00                          08/02/00
                  $ 25,000.00                          08/04/00
                  $ 50,000.00                          08/08/00
                  $ 50,000.00                          08/10/00
                  $300,000.00                          08/11/00
                  $140,000.00                          08/16/00
                  $ 90,000.00                          08/17/00
                  $100,000.00                          08/18/00
                  $ 40,000.00                          08/21/00
                  $ 15,000.00                          08/23/00
                  $ 50,000.00                          08/24/00
                  $ 50,000.00                          08/25/00
                  $270,000.00                          08/25/00
                                                       (Austin Chemical)
                  $ 45,000.00                          08/28/00
                  $ 40,000.00                          08/29/00
                  $ 50,000.00                          08/30/00
                  $ 50,000.00                          08/31/00
                  $ 55,000.00                          09/01/00
                  $ 50,000.00                          09/05/00
                  $ 50,000.00                          09/07/00
                  $200,000.00                          09/08/00
                  $ 25,000.00                          09/12/00
                  $ 50,000.00                          09/14/00
                  $135,000.00                          09/15/00
                                                       (Austin Chemical)
                  $ 50,000.00                          09/20/00
                  $ 50,000.00                          09/21/00
                  $100,000.00                          09/22/00
                  $135,000.00                          09/22/00
                                                       (Austin Chemical)
                  $100,000.00                          09/25/00
                  $100,000.00                          09/26/00
                  $ 50,000.00                          09/28/00
                  $ 25,000.00                          09/29/00
                  $ 50,000.00                          09/29/00
                  ----------


$4,085,000.00 Total Loans for July 1 through September 30, 2000

$11,837,100 Total Loans under this Agreement

<PAGE>
                                                                       EXHIBIT C

                                 PROMISSORY NOTE

$11,837,100                                                 New York, New York
(Eleven Million Eight Hundred Thirty Seven Thousand         September 30, 2000
One Hundred Dollars and no Cents)



          FOR VALUE RECEIVED, the undersigned, PHARMACEUTICAL FORMULATIONS INC.,
460 Plainfield Avenue, Edison, New Jersey 08818, a Delaware corporation (the
"Borrower") HEREBY PROMISES TO PAY to the order of ZICC INDUSTRIES INC., 460
Park Avenue, New York, New York 10022, a New York corporation (the "Lender") the
principal sum of eleven million eight hundred thirty seven thousand one hundred
dollars ($11,837,100) on the following dates in the following amounts:

DATE                                          AMOUNT TO BE REPAID
----                                          -------------------
From present date until November 1, 2001      Interest-only payments on the 1st
                                              of each month
11/01/01                                      $   100,000 plus interest
12/01/01                                      $   100,000 plus interest
01/01/02                                      $   100,000 plus interest
02/01/02                                      $   100,000 plus interest
03/01/02                                      $   100,000 plus interest
04/01/02                                      $   100,000 plus interest
05/01/02                                      $   100,000 plus interest
06/01/02                                      $   100,000 plus interest
07/01/02                                      $   100,000 plus interest
08/01/02                                      $   100,000 plus interest
09/01/02                                      $   100,000 plus interest
10/01/02                                      $   100,000 plus interest
11/01/02                                      $10,637,100 plus interest


The interest shall be on any and all principal amounts remaining unpaid
hereunder from time to time outstanding from the date hereof until said
principal amounts are paid in full, payable monthly in arrears commencing
November 1, 2000, and thereafter during the term hereof and on the final day
when said principal amounts are paid and, with respect to interest on any
overdue principal amount, payable on demand, at a fluctuating interest rate per
annum equal to one percent (1%) per annum above the rate of interest announced
publicly by Standard Chartered Bank in New York, New York, USA, from time to
time as said bank's prime or base rate (the "Base Rate"). The Borrower
acknowledges that the Base Rate does not necessarily reflect the lowest rate of
interest charged by said bank to any class of customer or in respect of any
class of loan. Each change in the fluctuating interest rate hereunder shall take
effect simultaneously with the corresponding change in the Base Rate and all
computations of interest shall be made on the basis of a year of 360 days, for
the actual number of days elapsed.

Both principal and interest are payable in lawful money of the United States of
America to the Lender at 460 Park Avenue, New York, New York 10022, not later
than 12:00 noon (New York City time) on the day when due in same day funds, or
at such other address as the holder hereof may direct. Whenever any payment
shall be stated to be due on a Saturday, Sunday or a public or bank holiday or
the equivalent for banks generally under the laws of the State of New York (any
other day being a "Business Day"), such payment may be made on the next
succeeding Business Day, and such extension of time shall in such case be
included in the computation of payment of interest.

In the event of any default in connection with any payment under the
aforementioned payment schedule, all remaining unpaid amounts shall immediately
become due and payable on demand.

This Note is the Note referred to in, and is entitled to the benefits of, the
Term Loan and Security Agreement dated as of September 30, 2000 (the "Term Loan
Agreement"). The Term Loan Agreement, among other things, contains provisions
for acceleration of the maturity hereof upon the happening of certain stated
events and also for prepayments on account of principal hereof prior to the
maturity hereof upon the terms and conditions therein specified.

This Note amends and restates the Promissory Notes executed by Borrower dated
April 1, 1999 and July 1, 2000. This note is secured by a Security Interest
granted by Borrower to Lender covering all of Lender's assets, and reflected by
a UCC 1 which has been filed with the state of New Jersey and county of
Middlesex.

This Note shall be governed by and construed in accordance with the laws of the
State of New York applicable to agreements made and to be performed therein
(without giving effect to any principles of conflicts of law).

The Borrower unconditionally and irrevocably agrees that any legal action, suit
or proceeding against it with respect to its obligations or liabilities
hereunder or arising out of or in connection with this Note or the transactions
contemplated hereby for recognition or enforcement of any judgment rendered in
any such action, suit or proceeding may be brought in the United States Federal
Court for the Southern District of New York or in the courts of the State of New
York, as the holder hereof may elect.

                                              PHARMACEUTICAL FORMULATIONS, INC.



                                              By:_______________________________
                                              Name:
                                              Title:


--------

1 Amended February 10, 2000 by the Board of Directors