Exhibit 10.13


                                                               ADOPTED: 10/15/97
                                              APPROVED BY STOCKHOLDERS: 10/15/97
                                                       AMENDED BY BOARD: 2/10/00

                        PHARMACEUTICAL FORMULATIONS, INC.
                            1997 STOCK INCENTIVE PLAN


          1. PURPOSE. The purpose of this plan (the "Plan") is to provide a
means whereby Pharmaceutical Formulations, Inc. (the "Company") may, through the
grant to employees of and certain consultants and advisors to the Company shares
of the Company's Common Stock (as defined below) as compensation ("Stock
Grants"), attract and retain persons of ability (including officers and
directors who are also employees) of the Company and of any Subsidiary (as
defined below), as key employees, consultants and advisors and motivate such
employees, consultants and advisors to exert their best efforts on behalf of the
Company and any Subsidiary.

          As used herein, the term "Subsidiary" shall mean any corporation which
at the time of the making of a Stock Grant qualifies as a subsidiary of the
Company under the definition of "subsidiary corporation" in Section 425(f) of
the Internal Revenue Code of 1986 (the "Code"), or any similar provision
hereinafter enacted.

          2. NUMBER OF SHARES AVAILABLE UNDER PLAN; RECIPIENTS. Stock Grants may
be made by the Company under the Plan from time to time to key employees of the
Company or any Subsidiary, and to individual consultants and advisors to the
Company or any Subsidiary who have provided BONA FIDE services which are not in
connection with the offer or sale of securities in capital-raising transactions
(such persons receiving Stock Grants being hereafter referred to as
"recipients") with respect to up to and including an aggregate of 200,000 shares
of Common Stock ($.08 par value) of the Company (the "Common Stock") for all
recipients and 200,000 such shares shall be reserved for grant under the Plan
(subject to adjustment as provided in paragraph 7). Shares, if any, which have
been forfeited under any conditions imposed pursuant to the Plan may be
re-granted only if the recipient received no benefits of ownership (including
dividends but excluding voting rights) prior to forfeiture.

          3. ADMINISTRATION. The Plan shall be administered by a Stock Incentive
Committee (the "Committee") consisting of not less than two directors of the
Company appointed by the Board of Directors of the Company (the "Board"), which
members shall, to the extent that such persons are available, be "non-employee
directors" (as defined below). A member of the Board shall be deemed to be a
non-employee director only if he or she satisfies (a) such requirements as the
Securities and Exchange Commission may establish for non-employee directors
administering plans intended to qualify for exemption under Rule 16b-3 (or its
successor) under the Securities Exchange Act of 1934, as amended, and (b) such
requirements as the Internal Revenue Service may establish for outside directors
acting under plans intended to qualify for exemption under Section 162(m) (4)(C)
of the Code. The Board may also appoint one or more separate committees of the
Board, each composed of one or more directors of the Company who need not be
non-employee directors, who may administer the Plan with respect to recipients
who are not considered officers or directors of the Company under Section 16 of
the Exchange Act, may make grants under the Plan to such recipients and may
determine all terms of such grants. If the Company does not have at least two
directors who satisfy the non-employee director standard, as defined above,
awards granted under the Plan may not qualify under Rule 16b-3 or be deemed to
be performance-based compensation under regulations issued pursuant to Section
162(m) of the Code. The Board may at any time remove any member of the Committee
with or without cause. Any vacancy occurring in the membership of the Committee
shall be filled by appointment by the Board.

          The Committee may interpret the Plan, prescribe, amend, and rescind
any rules and regulations necessary or appropriate for the administration of the
Plan, and make such other determinations and take such other action as it deems
necessary or advisable, except as such action may be otherwise expressly
reserved in the Plan to the Board. Any interpretation, determination, or other
action made or taken by the Committee shall be final, binding and conclusive.
Any decision or determination reduced to writing and signed by all members of
the Committee shall be fully as effective as if made by unanimous vote at a
meeting duly called and held.

          The Committee may employ such legal counsel, consultants and agents as
it may deem desirable for the administration of the Plan and may rely upon any
opinion received from any such counsel or consultant and any computation
received from any such consultant or agent.

          No member or former member of the Committee or of the Board shall be
liable for any action or determination made in good faith with respect to the
Plan or any Stock Incentive GRANT1 awarded under it. To the maximum extent
permitted by applicable law, each member or former member of the Committee or of
the Board shall be indemnified and held harmless by the Company against any cost
or expense (including counsel fees, which fees may be advanced by the Company),
or liability (including any sum paid in settlement of a claim with the approval
of the Company) arising out of any act or omission to act in connection with the
Plan unless arising out of such member's or former member's own fraud or bad
faith. Such indemnification shall be in addition to any rights of
indemnification the members or former members may have as directors or under the
Certificate of Incorporation or By-Laws of the Company.

          4. ELIGIBILITY AND AWARDS. Subject to the provisions of the Plan, the
Committee shall have the power to (a) authorize the Stock Grants; (b) determine
and designate from time to time those employees of or consultants or advisors to
the Company or of any Subsidiary to whom Stock Grants are to be made; (c)
determine the number of shares to be granted or the basis, if any, on which such
number shall be calculated; (d) determine whether any grant shall be subject to
any conditions, including any (i) holding period requirement, (ii) length of
service ("vesting") requirement or (iii) surrender or sale ("forfeiture")
requirement upon leaving the employ or retainer of the Company or a Subsidiary
or under other conditions (and if any such conditions are imposed, what
restrictions on transfer and requirements for legending certificates shall be
required or whether any escrow of such shares shall be required during any
vesting or forfeiture period). All recipients shall be given the opportunity to
decline any Stock Grant awarded to them. The Committee may include among the
conditions for a stock grant the requirement that the performance of the Company
or a business unit of the Company (as determined by the Company's independent
auditors) for a specified period of one or more years equal or exceed a target
determined in advance by the Committee. Such target shall be based on one or
more of the financial, operational and marketing criteria set forth in Schedule
A. The Committee shall determine whether any such target has been met not later
than the 90th day of such period. In no event shall the number of shares of
stock granted which are subject to performance-based vesting conditions and
which are granted to any recipient in a single calendar year exceed 1% of the
Common Stock of the Company outstanding on the date of approval of the Plan by
the stockholders of the Company, subject to adjustment in accordance with
Section 7. To the extent that a Stock Grant is made in the form of newly issued
shares of Common Stock, the recipient, as a condition to such grant, shall be
required to provide consideration to the Company in the form of cash or services
previously rendered in an amount equal to the par value of such shares; to the
extent that a grant is made from the Company's treasury, no consideration shall
be required of the recipient.

          5. FORM OF AGREEMENT. Each Stock Grant under the Plan shall be
evidenced by an agreement, in form approved by the Committee, which shall
include such terms and conditions as the Committee may deem appropriate.

          6. NO RIGHTS AS A STOCKHOLDER. No recipient shall have any rights as a
stockholder with respect to any shares of Common Stock subject to a Stock Grant
prior to the date of issuance of a certificate or certificates for such shares.

          7. ADJUSTMENTS IN EVENT OF CHANGE IN COMMON STOCK. In the event of any
change in the Common Stock of the Company by reason of any stock dividend,
recapitalization, reorganization, merger, consolidation, split-up, combination,
or exchange of shares, or rights offering to purchase Common Stock at a price
substantially below fair market value, or of any similar change affecting the
Common Stock, the number and kind of shares which thereafter may be issued upon
the issuance of Stock Grants shall be appropriately adjusted consistent with
such change in such manner as the Committee may deem equitable to prevent
substantial dilution or enlargement of the rights granted to, or available for,
recipients under the Plan.

          8. COMPLIANCE WITH OTHER LAWS AND REGULATIONS. The Plan, and the Stock
Grants thereunder and the obligation of the Company to deliver shares of Common
Stock pursuant to such Stock Grants, shall be subject to all applicable federal
and state laws, rules and regulations and to such approvals by any government or
regulatory agency as may be required. No Stock Grant may be made pursuant to the
Plan when such Stock Grant, or the granting thereof, would result in the
violation of any law or governmental order or regulation. The Plan is intended
to enable the Plan to comply with the requirements of Rule 16b-3 under the
Exchange Act (or any successor provision thereto), and any provision
inconsistent with such Rule shall be inoperative and shall not affect the
validity of the Plan. If at any time the Committee shall determine in its
discretion that the listing, registration or qualification of the shares covered
by the Plan upon any national securities exchange or under any state or federal
law, or the consent or approval of any government regulatory body, is necessary
or desirable as a condition of, or in connection with, the issuance of shares
under the Plan, no shares will be delivered unless and until such listing,
registration, qualification, consent or approval shall have been effected or
obtained, or otherwise provided for, free of any conditions not acceptable to
the Committee. If shares are not required to be or have not been registered, the
Company may require each recipient, as a condition of Recipient's acceptance, to
represent that the shares are being acquired for investment only and not with a
view to their sale or distribution, and make such other representations and
furnish such information deemed appropriate by counsel to the Company and stock
certificates evidencing unregistered shares acquired pursuant to the Plan may be
subject to stop orders and shall bear any legend required by or appropriate
under applicable securities laws.

          9. NO RIGHTS TO CONTINUED EMPLOYMENT. The Plan and any Stock Grant
under the Plan shall not confer upon any recipient or other employee any right
with respect to continuance of employment by the Company or any Subsidiary, nor
shall they affect in any way the right of the Company or any Subsidiary by which
a recipient is employed to terminate such person's employment at any time.

          10. WITHHOLDING. The Committee in its discretion may cause to be made
as a condition precedent to the issuance of any Stock Grant appropriate
arrangements for the withholding of any federal, state, local or foreign taxes.

          11. AMENDMENT, SUSPENSION AND DISCONTINUANCE. Except as hereinafter
provided, the Board of Directors or the Committee may at any time withdraw or
from time to time amend the Plan as it relates to, and the terms and conditions
of, any Stock Grant not theretofore made, and the Board of Directors or the
Committee, with the consent of the affected recipient of a Stock Grant, may at
any time withdraw or from time to time amend the Plan as it relates to, and the
terms and conditions of, any outstanding Stock Grant. An amendment of the Plan
shall be subject to the approval of the Company's stockholders only to the
extent required by applicable law, regulations or rules or as otherwise decided
by the Board of Directors.

          12. EFFECTIVE DATE AND TERM. The effective date of the Plan shall be
date on which it is approved by the stockholders of the Company. The Plan shall
terminate on and no Stock Grant shall be made after the expiration of ten years
from the effective date of the Plan.

          13. NAME. The Plan shall be known as the "Pharmaceutical Formulations,
Inc. 1997 Stock Incentive Plan."

<PAGE>
                                   SCHEDULE A

                           Financial        Operating Cash Flow
                                            Net Income
                                            Earnings Per Share
                                            Return on Assets
                                            Return on Equity
                                            Revenue Growth
                                            Economic Value Added

                           Operational      New Products

                           Marketing        Market Share
                                            Margins
                                            Customer Satisfaction