A. L. PHARMA INC.

SUPPLEMENTAL PENSION PLAN

SECTION 1

Introduction

1.1	The Plan and Its Effective Date. The A. L. Pharma Inc. Supplemental Pension Plan (the "Plan") has been established by

A.	L. Pharma Inc., a Delaware corporation (the "Company"), effective as of July 1, 1994 (the "effective date")

1.2	Purpose. The Company maintains the A. L. Pharma Inc. Pension Plan (the "pension plan") which is intended to meet the requirements of a "qualified plan" under the Internal Revenue Code of 1986, as amended (the "Code")

SECTION 2

2.1	Eligibility. Only those highly compensated or key

management employees of the Company or its affiliates, who

participate in the pension plan and who were employed on June 30,

1994, shall participate in the Plan (the "participants"), subject

to the conditions and limitations of the Plan.

2.2	Amount of Benefits. With respect to a participant who becomes entitled to a pension benefit under the pension plan, and such benefit has been limited as a result of the maximum compensation limitation imposed by Section 401(a) (17) of the Code (as such maximum compensation limitation is incorporated in the pension plan and as it may be changed from time to time), he or she shall be entitled to receive under this Plan the portion of the participant's pension benefit under the pension plan which exceeds the benefit payable to the participant under the pension

plan after applying the legal maximum compensation limitation. Such estimated limitation shall be determined by the Committee (as defined in section 3.1)





2.3	Payment of Benefits. A participant's supplemental pension benefit under this Plan shall be paid to the participant in the form of monthly annuity installments over the life of the participant or, if the participant is married at the time of his or her retirement and has not elected another form of distribution, monthly annuity installments over the joint lives of the participant and his or her spouse. At the election of the participant, in the alternative, benefits can be paid in the form of a period certain and life monthly annuity, a 50% or 100% joint and survivor monthly annuity, or a lump sum. In the case of the death of the participant prior to commencement of benefits hereunder, if the participant is married at the time of his or her death, 50% of his or her Plan benefit shall be paid as a monthly annuity installment for the life of his or her spouse beginning as of the later of the participant's death or the date the participant would have attained age 55.

2.4	Funding. Benefits payable under this Plan to a participant or his beneficiary shall be paid directly by the Company. The Company shall not be required to segregate on its books or otherwise any amount to be used for payment of supplemental pension benefits under this Plan. This Plan shall constitute an unfunded arrangement and any amounts actually set aside by the Company shall remain as Company assets, subject to the general creditors of the Company.

SECTION 3

General Provisions

3.1	Committee. This Plan shall be administered by the pension plan administrative committee (the "Committee")

3.2	Beneficiary. A participant's "beneficiary" under this Plan means (i) any person who becomes entitled to benefits under the pension plan because of the participant's death, or (ii) if the

participant has no designated beneficiary for purposes of the pension plan as set forth in (i) above, or if his or her beneficiary designated for purposes of the pension plan as set forth in (i) above dies before the date of the participant's death, any one or more of the participant's estate and his or her relatives by blood or marriage, in such proportions as the Committee determines.



3.3	Employment Rights. Establishment of the Plan shall not be construed to give any participant the right to be retained in the Company's service or to any benefits not specifically provided by the Plan.

3.4	Withholding. The Committee shall deduct from all payments under the Plan any taxes required to be withheld under the laws of the United States or any state, including but not limited to Federal and/or state income and employment taxes.

3.5	Interests

3.6	Payment with Respect to Incapacitated Participants or

3.7	Limitation of Liability. To the extent permitted by law, no person (including the Company, the Board of Directors of the Company, the Committee, any present or former member of the

Board, or the Committee, and any present or former officer of the Company) shall be personally liable for any act done or omitted to be done in good faith in the administration of the Plan.

3.8	Controlling Law. To the extent not superseded by federal law, the laws of New Jersey shall be controlling in all matters relating to the Plan.

3.9	Gender and Number. Where the context admits, words in the masculine gender shall include the feminine and neuter genders, the plural shall include the singular and the singular shall include the plural.]

3.10	Action by the Company. Any action required of or permitted by the Company under the Plan shall be by resolution of the Board of Directors of the Company or any person or persons

3.11	Successor to the Company. The term "Company" as used in the Plan shall include any successor to the Company by reason of merger, consolidation, the purchase of all or substantially all of the Company's assets or otherwise.

3.12	Miscellaneous. The Plan shall be binding upon and inure to the benefit of the parties, their legal representatives, successors and assigns, and all persons entitled to benefits hereunder. Any notice given in connection with the Plan shall be in writing and shall be delivered in person or by registered mail, return receipt requested. Any notice given by registered mail shall be deemed to have been given upon the date of delivery indicated on the registered mail return receipt, if correctly

SECTION 4

Amendment and Termination

While the Company expects to continue the Plan, it must necessarily reserve and hereby does reserve the right to amend the Plan from time to time or to terminate the Plan at any time; provided that no amendment of the Plan nor the termination of the Plan may cause the reduction or cessation of any benefits that were accrued as of the date of such amendment or termination and otherwise would be payable under this Plan, but for such amendment or termination.





















IN WITNESS WHEREOF, this Plan has been executed on behalf of the Company by its duly authorized officer.

A.L. PHARMA INC.

Date ___________________By________________

Its________________