PARENT GUARANTY


      GUARANTY,  dated as of January 20, 1999, made  by  Alpharma
Inc.,  a  Delaware corporation (together with its successors  and
assigns,  the  "Parent Guarantor"), in favor of  the  banks  (the
"Banks")  parties from time to time to the Credit  Agreement  (as
defined  below),  Union Bank of Norway as  agent  (the  "Agent"),
Summit Bank, as working capital agent, documentation agent and co-
syndication  agent,  Union  Bank  of  Norway,  as  arranger  (the
"Arranger"),  and Den norske Bank ASA, as co-arranger  (the  "Co-
Arranger",  and  collectively with  the  Banks,  the  Agent,  the
Documentation Agent and the Arranger, the "Guaranteed Parties").

                      W I T N E S S E T H:

     WHEREAS, the Guaranteed Parties have entered into the Credit
Agreement dated as of January 20, 1999 (said agreement, as it may
hereafter  be  amended, supplemented or otherwise  modified  from
time  to  time, being the "Credit Agreement") with Alpharma  U.S.
Inc., a corporation organized and existing under the laws of  the
State of Delaware (the "Borrower");

      WHEREAS, it is a condition precedent to the Initial Funding
Date  under the Credit Agreement that the Parent Guarantor  shall
have executed and delivered this a Guaranty;

      NOW,  THEREFORE, in consideration of the  premises  and  in
order  to  induce  the Banks to make the loans under  the  Credit
Agreement,  the Parent Guarantor hereby agrees as  follows  (with
terms used herein and not otherwise defined used with the meaning
ascribed thereto in the Credit Agreement):

       SECTION   1.   Guaranty.   The  Parent  Guarantor   hereby
unconditionally  and irrevocably guarantees the punctual  payment
when  due,  whether  at  stated  maturity,  by  acceleration   or
otherwise,  of all obligations of the Borrower now  or  hereafter
existing  under  (a) the Loan Documents and (b)  Swap  Agreements
entered  into  with a Bank, in either case whether  for  borrowed
money,  reimbursement on account of letters of credit,  interest,
fees  or  any  other  amounts due thereunder  or  otherwise  (the
"Guaranteed  Obligations") and any and  all  expenses  (including
counsel  fees and expenses) reasonably incurred by any Guaranteed
Party in enforcing any rights under this Guaranty.

       SECTION  2.   Guaranty  Absolute.   The  Parent  Guarantor
guarantees  that  the  obligations  will  be  paid  strictly   in
accordance  with the terms of the Loan Documents,  regardless  of
any  law, regulation or order now or hereafter in effect  in  any
jurisdiction  affecting any of such terms or the  rights  of  any
Guaranteed  Party  with respect thereto.  The  liability  of  the
Parent  Guarantor  under  this Guaranty  shall  be  absolute  and
unconditional irrespective of:

      (a)   any  lack of validity or enforceability of  the  Loan
Documents  (including this Guaranty) or any  other  agreement  or
instrument relating thereto;

      (b)  any change in the time, manner or place of payment of,
or   in  any  other  term  of,  all  or  any  of  the  Guaranteed
Obligations, or any other amendment or waiver of or  any  consent
to departure from the Loan Documents;

       (c)   any  exchange,  release  or  nonperfection  of   any
collateral, or any release or amendment or waiver of  or  consent
to  departure  from any other guaranty, for all  or  any  of  the
Guaranteed Obligations; or

     (d)  any other circumstance which might otherwise constitute
a  defense  available to, or a discharge of, the Borrower,  or  a
guarantor.

      SECTION 3.  Waiver.  The Parent Guarantor hereby waives all
notices  with  respect to any of the Guaranteed  Obligations  and
this  Guaranty  and  any requirement that  any  Guaranteed  Party
protect, secure, perfect or insure any security interests or lien
on  any property subject thereto or exhaust any right or take any
action against the Borrower, or any other person or entity or any
collateral.

     SECTION 4.  Subrogation.  (a) The Parent Guarantor shall not
exercise  any  rights  which  it may  have  acquired  by  way  of
subrogation under this Guaranty, by any payment made hereunder or
otherwise  nor  shall the Parent Guarantor seek any reimbursement
from  the  Borrower  in respect of payments made  by  the  Parent
Guarantor  hereunder,  unless and until  all  of  the  Guaranteed
Obligations shall have been paid and discharged, in full, and  if
any  payment shall be made to the Parent Guarantor on account  of
such  subrogation or reimbursement rights at any  time  when  the
Guaranteed  Obligations shall not have been paid and  discharged,
in full, each and every amount so paid shall forthwith be paid to
the  Agent  to  be  credited and applied against  the  Guaranteed
Obligations, whether matured or unmatured.

      (b)   If, pursuant to Applicable Law, the Parent Guarantor,
by  payment or otherwise, becomes subrogated to all or any of the
rights of the Guaranteed Parties under any of the Loan Documents,
the  rights  of  the  Guaranteed  Parties  to  which  the  Parent
Guarantor  shall be subrogated shall be accepted  by  the  Parent
Guarantor  "as is" and without any representation or warranty  of
any  kind  by  the Guaranteed Parties, express or  implied,  with
respect to the legality, value, validity or enforceability of any
of   such   rights,   or  the  existence,  availability,   value,
merchantability  or  fitness for any particular  purpose  of  any
collateral  and  shall  be  without recourse  to  the  Guaranteed
Parties.

      SECTION  5.   Representations and Warranties.   The  Parent
Guarantor hereby represents and warrants as follows:

       (a)   Incorporation  and  Good  Standing.   It  is  (i)  a
corporation  duly  incorporated, validly  existing  and  in  good
standing  under the laws of the State of Delaware; and (ii)  duly
qualified and in good standing as a foreign corporation under the
laws  of  each  other jurisdiction in which  the  failure  so  to
qualify would have a Material Adverse Effect.

      (b)   Corporate  Power and Authorization.   The  execution,
delivery and performance by the Parent Guarantor of this Guaranty
are  within  the Parent Guarantor's corporate powers,  have  been
duly  authorized  by  all  necessary  corporate  action,  do  not
contravene the Parent Guarantor's charter or by-laws, any law  or
any  contractual restriction binding on or affecting and material
to  the  Parent  Guarantor, and do not result in or  require  the
creation  of  any  Lien  upon  or with  respect  to  any  of  its
properties.

      (c)   Authorization.  No authorization, consent 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 Parent  Guarantor  of
this  Guaranty,  other  than  (i)  consents,  authorizations  and
approvals  that have been obtained, are final and not subject  to
review  on appeal or to collateral attack, and are in full  force
and effect and, in the case of any such required under Applicable
Law  as  in effect on the Agreement Date, are listed on  Schedule
7.2(a)(iv)  of  the  Credit Agreement, (ii) notices,  filings  or
registrations  that have been given or effected,  and  (iii)  the
filing  of  copies  of  Loan Documents with  the  Securities  and
Exchange Commission as exhibits to its public filings.

      (d)   Valid Guaranty.  This Guaranty is a legal, valid  and
binding  obligation of the Parent Guarantor, enforceable  against
the  Parent Guarantor in accordance with its terms, except  where
such  enforcement  may  be  limited  by  bankruptcy,  insolvency,
reorganization,  moratorium  or  similar  laws  relating  to   or
limiting  creditor's  rights generally  or  equitable  principles
relating to enforceability.

      (e)   Litigation.  There is no pending or threatened action
or  proceeding affecting the Parent Guarantor or its Subsidiaries
before  any court, governmental agency or arbitrator,  in  which,
individually   or  in  the  aggregate,  there  is  a   reasonable
probability  of an adverse decision which could have  a  Material
Adverse Effect or result in a Material Credit Agreement Change.

      (f)  Taxes.  All federal, and all material state, local and
foreign tax returns, reports and statements required to be  filed
by  the  Parent  Guarantor or any of its Subsidiaries  have  been
filed   with  the  appropriate  governmental  agencies   in   all
jurisdictions  in which such returns, reports and statements  are
required  to  be  filed.  All consolidated, combined  or  unitary
returns  which  include  the  Parent  Guarantor  or  any  of  its
Subsidiaries  have  been filed with the appropriate  governmental
agencies in all jurisdictions in which such returns, reports  and
statements are required to be filed except where such  filing  is
being  contested  or  may be contested.   All  federal,  and  all
material  state,  local  and foreign  taxes,  charges  and  other
impositions  of  the  Parent Guarantor, its Subsidiaries  or  any
consolidated, combined or unitary group which includes the Parent
Guarantor  or any of its Subsidiaries which are due  and  payable
have  been  timely  paid prior to the date  on  which  any  fine,
penalty,  interest, late charge or loss may be added thereto  for
non-payment thereof except where contested in good faith  and  by
appropriate proceedings if adequate reserves therefor  have  been
established  on  the  books  of  the  Parent  Guarantor  or  such
Subsidiary in accordance with GAAP.  Proper and accurate  amounts
have  been  withheld by or on behalf of the Parent Guarantor  and
each of its Subsidiaries from their respective employees for  all
periods  in  full  and complete compliance with the  tax,  social
security  and  unemployment withholding provisions of  applicable
federal, state, local and foreign law and such withholdings  have
been timely paid to the respective governmental agencies, in  all
material respects.  Neither the Parent Guarantor nor any  of  its
Tax  Affiliates  has  agreed or has been requested  to  make  any
adjustment under Section 481(a) of the Code by reason of a change
in accounting method or otherwise relating to the Borrower or any
of  its  Subsidiaries  which will affect a taxable  year  of  the
Parent  Guarantor  or a Tax Affiliate ending after  December  31,
1993,  which  has not been reflected in the financial  statements
delivered  pursuant  to  Section 6(g)  and  which  would  have  a
Material  Adverse Effect.  The Parent Guarantor has no obligation
to  any Person other than the Borrower and the Parent Guarantor's
Subsidiaries under any tax sharing agreement or other tax sharing
arrangement.

      (g)   Financial Information.  (i) The reports of the Parent
Guarantor  on  Form 10-K for the Fiscal Year ended  December  31,
1997  and  on Form 10-Q for the Fiscal Quarters ended  March  31,
1998,  June  30,  1998  and September 30, 1998  which  have  been
furnished  to the Agent and each Bank, are respectively  complete
and correct in all material respects as of such respective dates,
and  the  financial  statements therein  have  been  prepared  in
accordance  with GAAP and fairly present the financial  condition
and  results  of  operations  of the  Parent  Guarantor  and  its
consolidated  Subsidiaries as of such respective dates  (subject,
in  the  case of such reports on Form 10-Q, to changes  resulting
from normal year-end adjustments).

           (ii)    Since  December 31, 1997  there  has  been  no
     Material Adverse Change or Material Credit Agreement Change.

           (iii)   None of the Parent Guarantor or any Subsidiary
     of  the  Parent  Guarantor had at  September  30,  1998  any
     obligation, contingent liability, or liability for taxes  or
     long-term  leases material to the Parent Guarantor  and  its
     Subsidiaries taken as a whole which is not reflected in  the
     balance sheets referred to in subsection (i) above or in the
     notes thereto.

     (h)  ERISA.

           (i)    No liability under Sections 4062, 4063, 4064 or
     4069  of  ERISA  has  been  or is  expected  by  the  Parent
     Guarantor  to  be  incurred by the Parent Guarantor  or  any
     ERISA  Affiliate  with  respect  to  any  Plan  which  is  a
     Single-Employer Plan in an amount that could  reasonably  be
     expected to have a Material Adverse Effect.

           (ii)   No Plan which is a Single-Employer Plan had  an
     accumulated funding deficiency, whether or not waived, as of
     the  last  day of the most recent fiscal year of  such  Plan
     ended   prior  to  the  date  hereof.   Neither  the  Parent
     Guarantor  nor any ERISA Affiliate is (A) required  to  give
     security  to  any  Plan  which  is  a  Single-Employer  Plan
     pursuant to Section 401(a)(29) of the Code or Section 307 of
     ERISA,  or  (B) subject to a Lien in favor of  such  a  Plan
     under Section 302(f) of ERISA.

           (iii)  Each Plan of the Parent Guarantor, each of  its
     Subsidiaries  and  each  of  its  ERISA  Affiliates  is   in
     compliance  in  all  material respects with  the  applicable
     provisions  of ERISA and the Code, except where the  failure
     to comply would not result in any Material Adverse Effect.

           (iv)    Neither the Parent Guarantor nor  any  of  its
     Subsidiaries has incurred a tax liability under Section 4975
     of  the  Code or a penalty under Section 502(i) of ERISA  in
     respect of any Plan which has not been paid in full,  except
     where the incurrence of such tax or penalty would not result
     in a Material Adverse Effect.

           (v)     None  of  the  Parent Guarantor,  any  of  its
     Subsidiaries  or  any  ERISA  Affiliate  has   incurred   or
     reasonably  expects to incur any Withdrawal Liability  under
     Section  4201 of ERISA as a result of a complete or  partial
     withdrawal  from a Multiemployer Plan which will  result  in
     Withdrawal  Liability to the Parent Guarantor,  any  of  its
     Subsidiaries or any ERISA Affiliate in an amount that  could
     reasonably be expected to have a Material Adverse Effect.

      (i)  No Defaults.  Neither the Parent Guarantor nor any  of
its Subsidiaries is in breach of or default under or with respect
to  any instrument, document or agreement binding upon the Parent
Guarantor   or  such  Subsidiary  which  breach  or  default   is
reasonably probable to have a Material Adverse Effect  or  result
in the creation of a Lien on any Property of the Parent Guarantor
or its Subsidiaries.

      (j)   Disclosure.  All written information relating to  the
Parent  Guarantor  and  any of its Subsidiaries  which  has  been
delivered by or on behalf of the Parent Guarantor or the Borrower
to  the  Agent or the Banks in connection with the Loan Documents
and all financial and other information furnished to the Agent is
true  and  correct  in  all  material respects  and  contains  no
misstatement  of  a  fact of a material  nature.   Any  financial
projections  and  other information regarding anticipated  future
plans or developments contained therein was based upon the Parent
Guarantor's best good faith estimates and assumptions at the time
they were prepared.

      (k)  Subsidiaries.  (i) Schedule 5(k) hereto sets forth all
of the Subsidiaries, their jurisdictions of incorporation and the
percentages  of the various classes of their capital stock  owned
by  the  Parent  Guarantor or another Subsidiary  of  the  Parent
Guarantor,  (ii) the Parent Guarantor or another  Subsidiary,  as
the  case  may  be, has the unrestricted right to  vote,  and  to
receive  dividends and dividends on, all capital stock  indicated
on  such  Schedule  as  owned by the  Parent  Guarantor  or  such
Subsidiary (subject to limitations imposed by Applicable  Law  or
the  Loan  Documents) and (iii) such capital stock has been  duly
authorized and issued and is fully paid and nonassessable.

      (l)   Principal  Subsidiaries.  Schedule 5(l)  hereto  sets
forth  all of the Principal Subsidiaries in existence as  of  the
Agreement Date.

      (m)   Insurance.  All policies of insurance of any kind  or
nature  owned  by  the Parent Guarantor and its Subsidiaries  are
maintained   with  reputable  insurers  which   to   the   Parent
Guarantor's  best  knowledge are financially  sound.  The  Parent
Guarantor  currently  maintains insurance  with  respect  to  its
Properties  and business and causes its Subsidiaries to  maintain
insurance  with  respect  to  their  respective  Properties   and
business against loss or damage of the kinds customarily  insured
against  by corporations engaged in the same or similar  business
and  similarly situated, of such types and in such amounts as are
customarily  carried under similar circumstances  by  such  other
corporations including, without limitation, worker's compensation
insurance.

      (n)   Environmental  Protection.  (i) There  are  no  known
conditions  or  circumstances  known  to  the  Parent   Guarantor
associated  with  the  currently or previously  owned  or  leased
properties  or  operations  of  the  Parent  Guarantor   or   its
Subsidiaries  or tenants which may give rise to any Environmental
Liabilities and Costs which would have a Material Adverse Effect;
and

          (ii) No Environmental Lien has attached to any Property
of  the  Parent Guarantor or any of its Subsidiaries which  would
have a Material Adverse Effect.

      (o)  Regulatory Matters.  Except as disclosed in the Parent
Guarantor's  Form  10-K for the fiscal year ending  December  31,
1997  or  its  Report on Form 10-Q for the fiscal quarter  ending
September 30, 1998, the Parent Guarantor and its Subsidiaries are
to  the  best  of their knowledge in compliance with  all  rules,
regulations  and  other  requirements  of  the  Food   and   Drug
Administration  ("FDA")  and  other  regulatory  authorities   of
jurisdictions  in  which  the Parent  Guarantor  or  any  of  its
Subsidiaries  do  business  or operate manufacturing  facilities,
including without limitation those relating to compliance by  the
Parent   Guarantor's  or  any  such  Subsidiary's   manufacturing
facilities   with  "Current  Good  Manufacturing  Practices"   as
interpreted   by  the  FDA,  except  to  the  extent   any   such
noncompliance  would not have a Material Adverse Effect.   Except
as  so  disclosed, neither the FDA nor any other such  regulatory
authority has requested (or, to the Parent Guarantor's knowledge,
are   considering  requesting)  any  product  recalls  or   other
enforcement actions that (a) if not complied with would result in
a Material Adverse Effect and (b) with which the Borrower has not
complied within the time period allowed.

      (p)  Title and Liens. Each of the Parent Guarantor and  its
Subsidiaries has good and marketable title to its real properties
and  owns  or leases all its other material Properties,  in  each
case,  as  shown on its most recent quarterly balance sheet,  and
none  of  such  Properties is subject  to  any  Lien  except  for
Permitted Liens.

      (q)  Compliance with Law.  Each of the Parent Guarantor and
its  Subsidiaries  is  in  compliance with  all  Applicable  Law,
including,  without  limitation, all Environmental  Laws,  except
where  any failure to comply with any such laws would not,  alone
or  in  the  aggregate,  have a Material Adverse  Effect  on  the
business or financial condition of the Parent Guarantor  and  its
Subsidiaries taken as a whole, or the Parent Guarantor's  ability
to perform its obligations under the Loan Documents.

      (r)  Trademarks, Copyrights, Etc.  The Parent Guarantor and
each  of  its  Subsidiaries own or have the rights  to  use  such
trademarks,  service marks, trade names, copyrights, licenses  or
rights  in any thereof, as in the aggregate are adequate  in  the
reasonable  judgment of the Parent Guarantor for the  conduct  of
the  business of the Parent Guarantor and its Subsidiaries as now
conducted.

      (s)   Year  2000  Issue.   The  Parent  Guarantor  and  its
Subsidiaries  have reviewed, and are continuing  to  review,  the
effect  of the Year 2000 Issue on the computer software, hardware
and firmware systems and equipment containing embedded microchips
owned  or  operated  by  or  for the  Parent  Guarantor  and  its
Subsidiaries  or  used  or relied upon in the  conduct  of  their
business  (including systems and equipment supplied by others  or
with which such computer systems of the Parent Guarantor and  its
Subsidiaries interface).  The information contained in the Parent
Guarantor's Form 10-Q for the Fiscal Quarter ended September  30,
1998 as to the costs to the Parent Guarantor and its Subsidiaries
of  any reprogramming required as a result of the Year 2000 Issue
to  permit  the proper functioning of such systems and  equipment
and  the  proper  processing of data, and  the  testing  of  such
reprogramming, and of the reasonably foreseeable consequences  of
the  Year  2000  Issue  to the Parent Guarantor  or  any  of  its
Subsidiaries (including reprogramming errors and the  failure  of
systems  or equipment supplied by others) is complete and correct
in  all  material respect as of such date and such costs are  not
reasonably expected to result in a Default or Event of Default or
to  have  a  material  adverse effect on  the  business,  assets,
operations,  prospects or condition (financial or  otherwise)  of
the Parent Guarantor or any of its Subsidiaries.

      (t)  Pari Passu Obligations.  The obligations of the Parent
Guarantor  under  this Guaranty do rank at least  pari  passu  in
priority of payment with all other present unsecured Indebtedness
of the Parent Guarantor.

      (u)  Corporate Headquarters.  The Parent Guarantor and  the
Borrower  maintain dual corporate headquarters: in  Oslo,  Norway
through Alpharma A.S. and in northern New Jersey (currently  Fort
Lee), U.S.A. through the Parent Guarantor.

      SECTION 6.  Affirmative Covenants.  As long as any  of  the
Guaranteed Obligations or any other amounts shall remain  unpaid,
or any Bank shall have any Commitment under the Credit Agreement,
unless  otherwise agreed by the written consent of  the  Majority
Banks:

      (a)  Compliance with Laws, Etc.  The Parent Guarantor shall
comply,  and  cause each of its Subsidiaries to  comply,  in  all
material   respects   with  all  Applicable   Law   except   such
non-compliance  as  would not have a Material Adverse  Effect  or
result in a Material Credit Agreement Change.

      (b)   Payment of Taxes, Etc.  The Parent Guarantor and  any
consolidated, combined or unitary group which includes the Parent
Guarantor or any of its Subsidiaries shall pay and discharge, and
cause  each  Subsidiary  of  the  Parent  Guarantor  to  pay  and
discharge,  before the same shall become delinquent,  all  lawful
claims,  Taxes,  assessments and governmental charges  or  levies
except where contested in good faith, by proper proceedings,  and
where  adequate  reserves therefor have been established  on  the
books  of  the Parent Guarantor or such Subsidiary in  accordance
with GAAP.

      (c)   Maintenance of Insurance.  The Parent Guarantor shall
maintain,  and  cause  each  of  its  Subsidiaries  to  maintain,
insurance  with responsible and reputable insurance companies  or
associations  in  such  amounts and covering  such  risks  as  is
usually  carried by companies engaged in similar  businesses  and
owning similar properties in the same general areas in which  the
Parent   Guarantor  or  such  Subsidiary  operates.   The  Parent
Guarantor  will  furnish  to the Agent from  time  to  time  such
information as may be requested as to such insurance.

      (d)   Preservation of Corporate Existence, Etc.  The Parent
Guarantor  shall  preserve and maintain, and cause  each  of  its
Subsidiaries to preserve and maintain, their respective corporate
existences; provided, that this Section 6(d) shall not  apply  at
any  time with respect to the corporate existence of a Subsidiary
of  the  Parent  Guarantor  (other  than  the  Borrower  and  the
Scandinavian  Principal Companies) in any case where  the  Parent
Guarantor's Board of Directors determines in good faith that such
termination  of corporate existence is in the best  interests  of
the  Parent Guarantor and its Subsidiaries taken as a  whole  and
where noncompliance will not have a Materially Adverse Effect  on
the  Parent  Guarantor and its Subsidiaries or any Loan  Document
(other  than  a Loan Document delivered by a Subsidiary  that  at
such  time is no longer a Principal Subsidiary, as determined  at
such  time);  provided, further that this Section 6(d)  shall  be
without  prejudice to the other provisions of this  Guaranty  and
the Credit Agreement.

      (e)   Books  and Access.  The Parent Guarantor  shall,  and
shall  cause  each of its Subsidiaries to, keep proper  books  of
record  and accounts in conformity with GAAP, and upon reasonable
notice  and  at  such reasonable times during the usual  business
hours   as   often   as  may  be  reasonably  requested,   permit
representatives  of the Agent, at its own initiative  or  at  the
request  of  any Bank, to make inspections of its Properties,  to
examine  its  books,  accounts and records and  make  copies  and
memoranda  thereof and to discuss its affairs and  finances  with
its officers or directors and independent public accountants.

      (f)   Maintenance of Properties, Etc.  The Parent Guarantor
shall  maintain and preserve, and cause each of its  Subsidiaries
to  maintain  and  preserve, all of their  respective  Properties
which  are used or useful in the conduct of its business in  good
working order and condition and, from time to time make or  cause
to  be  made  all appropriate repairs, renewals and replacements,
except  where  the  failure to do so would not  have  a  Material
Adverse Effect.

      (g)   Financial  Statements.  The  Parent  Guarantor  shall
furnish,  or cause to be furnished, to the Agent (with sufficient
copies for the Banks):

           (i) as soon as available but not later than fifty (50)
     days  after the close of each of the first three (3)  Fiscal
     Quarters  of  each  Fiscal  Year of  the  Parent  Guarantor,
     consolidated and consolidating balance sheets of the  Parent
     Guarantor and its Subsidiaries as at the end of such  Fiscal
     Quarter  and  the  related  consolidated  and  consolidating
     statements  of operations and the consolidated statement  of
     cash flows of the Parent Guarantor and its Subsidiaries  for
     such Fiscal Quarter and (in the case of the second and third
     Fiscal  Quarters) for the period from the beginning  of  the
     then  current Fiscal Year to the end of such Fiscal Quarter,
     setting   forth  in  each  case  in  comparative  form   the
     consolidated  figures for the corresponding periods  of  the
     previous Fiscal Year, all in reasonable detail and certified
     by  a  Responsible Financial Officer of the Parent Guarantor
     as fairly presenting, in accordance with GAAP, the financial
     condition  and results of operations of the Parent Guarantor
     and  its  Subsidiaries,  subject to changes  resulting  from
     normal  year-end audit adjustments; provided,  that  to  the
     extent  set forth therein and otherwise complying  with  the
     requirements  of  this  clause,  the  Parent  Guarantor  may
     satisfy  the requirements hereof by delivering its Form  10Q
     for the applicable period;

          (ii) (1) as soon as available but no later than ninety-
     five  (95) days after the close of each Fiscal Year  of  the
     Parent  Guarantor,  consolidated and  consolidating  balance
     sheets  of the Parent Guarantor and its Subsidiaries  as  at
     the  end  of  such  year  and the related  consolidated  and
     consolidating statements of operations and the  consolidated
     statement of cash flows of the Borrower and its Subsidiaries
     for  such  year,  setting forth in each case in  comparative
     form  the  consolidated and consolidating  figures  for  the
     previous Fiscal Year, all in reasonable detail and certified
     in  the  case  of the consolidated financial  statements  by
     PriceWaterhouseCoopers  or  another   firm   of   nationally
     recognized  independent  public  accountants,  which  report
     shall  state  without qualification as to the scope  of  the
     audit   or  as  to  going  concern  that  such  consolidated
     financial  statements present fairly the financial  position
     and  the  results of operations as at the dates and for  the
     periods indicated in conformity with GAAP and that the audit
     by  such  accountants in connection with  such  consolidated
     financial statements has been made in accordance with  GAAS,
     (2)  as  soon  as available but not later than  one  hundred
     twenty (120) days after the close of each Fiscal Year of the
     Parent  Guarantor, a certificate from such  accounting  firm
     that  in the course of the regular audit of the business  of
     the  Parent Guarantor and its Subsidiaries, which audit  was
     conducted  by such accounting firm in accordance with  GAAS,
     such   accounting  firm  reviewed  the  financial  covenants
     included  in Section 8 and such review disclosed no evidence
     that  an  Event of Default or Default has occurred based  on
     such  financial  covenants or, if in  the  opinion  of  such
     accounting  firm, such an Event of Default  or  Default  has
     occurred  and  is continuing, a statement as to  the  nature
     thereof; provided, that to the extent set forth therein  and
     otherwise  complying with the requirements of  this  clause,
     the Parent Guarantor may satisfy the requirements hereof  by
     delivering its Form 10K for the applicable period;

            (iii)   together  with  each  delivery  of  financial
     statements  of the Parent Guarantor pursuant to clauses  (i)
     and (ii) above and commencing with the Fiscal Quarter ending
     December  31,  1998, a certificate issued by  a  Responsible
     Financial  Officer of the Parent Guarantor (1) demonstrating
     compliance at the end of the accounting period described  in
     such  statements  with  the  financial  covenants  contained
     herein and (2) containing in reasonable detail the component
     figures contained in the respective total figures stated  in
     such certificate;

            (iv)   together  with  each  delivery  of   financial
     statements  of  the  Parent Guarantor and  its  Subsidiaries
     pursuant  to clauses (i) or (ii) above, and commencing  with
     the  Fiscal Quarter ending September 30, 1998, a certificate
     signed  by  a  Responsible Financial Officer of  the  Parent
     Guarantor  stating that (1) such officer  is  familiar  with
     both  this Guaranty and the business and financial condition
     of  the  Parent  Guarantor (2) that the representations  and
     warranties  set  forth  in Section 5  hereof  are  true  and
     correct   in   all   material  respects   as   though   such
     representations and warranties had been made by  the  Parent
     Guarantor  on and as of the date thereof (other  than  those
     that  are expressly stated to be made as of a certain date),
     and  (3) no Event of Default or Default has occurred and  is
     continuing or if an Event of Default or Default has occurred
     and  is continuing a statement as to the nature thereof, and
     whether or not the same shall have been cured;

          (v) together with each delivery of financial statements
     of  the  Parent Guarantor and its Subsidiaries  pursuant  to
     clause  (ii)  above, a certificate signed by  a  Responsible
     Financial Officer of the Parent Guarantor stating that as of
     the  date  of  such certificate, the entities  listed  on  a
     schedule   attached  thereto  are  all  of   the   Principal
     Subsidiaries  in  existence  at such  time  (describing  any
     changes  in the entities constituting Principal Subsidiaries
     since the delivery of the last such certificate);

            (vi)   together  with  each  delivery  of   financial
     statements  of  the  Parent Guarantor and  its  Subsidiaries
     pursuant   to  clauses  (i)  or  (ii)  above,   a   schedule
     substantially  in  the  form  of Schedule  6(g)(vi)  hereto,
     certified  by a Responsible Financial Officer of the  Parent
     Guarantor, setting forth any changes in the outstanding long-
     term   indebtedness   of  the  Parent  Guarantor   and   its
     Subsidiaries  since  the  date of the  previously  delivered
     schedule.

            (vii)   together  with  each  delivery  of  financial
     statements  of the Parent Guarantor pursuant to clauses  (i)
     and  (ii)  above and commencing with the Fiscal Year  ending
     December  31,  1998, a report providing information  on  the
     status  of  actions  taken by the Parent Guarantor  and  its
     Subsidiaries  in order to comply with Section  6(l)  of  the
     Parent  Guaranty;  provided, that to the  extent  set  forth
     therein  and  otherwise complying with the  requirements  of
     this   clause,   the  Parent  Guarantor  may   satisfy   the
     requirements  hereof  by delivering its  Form  10K  for  the
     applicable period.

      (h)   Reporting  Requirements.  The Parent Guarantor  shall
furnish to the Agent for distribution to the Banks:

           (i)     from  time to time as the Agent may reasonably
     request,  copies  of  such statements,  lists  of  Property,
     accounts,  reports or information prepared  by  or  for  the
     Parent  Guarantor or within the Parent Guarantor's  control.
     In addition, the Parent Guarantor shall furnish to the Agent
     for  distribution  to the Banks, within  fifteen  (15)  days
     after  delivery thereof to the Parent Guarantor's  Board  of
     Directors,  copies of budgets and forecasts prepared  by  or
     for  the  Parent Guarantor or within the Parent  Guarantor's
     control  (including, without limitation, any such  accounts,
     reports,  information, final budgets and forecasts delivered
     to  the  Parent Guarantor's Board of Directors in connection
     with  a proposed Acquisition, except to the extent that  any
     such information about the company or product to be Acquired
     is  subject  to  a confidentiality agreement and  cannot  be
     properly disclosed);

           (ii)    promptly and in any event within  thirty  (30)
     days after the Parent Guarantor, any of its Subsidiaries  or
     any  ERISA Affiliate knows that any ERISA Event has occurred
     (other than a Reportable Event for which notice to the  PBGC
     is  waived),  a  written statement of  the  chief  financial
     officer or other appropriate officer of the Parent Guarantor
     describing  such ERISA Event and the action, if  any,  which
     the Borrower, any of its Subsidiaries or any ERISA Affiliate
     proposes  to  take with respect thereto, and a copy  of  any
     notice filed with the PBGC or the IRS pertaining thereto;

           (iii)   promptly and in any event within  thirty  (30)
     days  after  notice or knowledge thereof,  notice  that  the
     Parent  Guarantor or any of its Subsidiaries becomes subject
     to  the  tax  on prohibited transactions imposed by  Section
     4975 of the Code, together with a copy of Form 5330;

           (iv)   promptly after the commencement thereof, notice
     of  all  actions, suits and proceedings before any court  or
     governmental  department, commission, board, bureau,  agency
     or   instrumentality,  domestic  or  foreign,   against   or
     affecting  the  Parent Guarantor or any of its Subsidiaries,
     in  which  there is a reasonable probability of  an  adverse
     decision which would have a Material Adverse Effect;

          (v)    promptly upon the Parent Guarantor or any of its
     Subsidiaries  learning of (i) any Event of  Default  or  any
     Default,  or  (ii)  any  Material Credit  Agreement  Change,
     telephonic  or telegraphic notice specifying the  nature  of
     such  Event of Default, Default or Material Credit Agreement
     Change,  including  the  anticipated effect  thereof,  which
     notice  shall be promptly confirmed in writing  within  five
     days;

           (vi)    promptly after the sending or filing  thereof,
     copies  of all reports which the Parent Guarantor  sends  to
     its  security holders generally, and copies of  all  reports
     and  registration statements which the Parent  Guarantor  or
     any  of  its  Subsidiaries  files with  the  Securities  and
     Exchange Commission or any national securities exchange;

           (vii)  promptly upon, and in any event within 30  days
     of, the Parent Guarantor or any of its Subsidiaries learning
     of any of the following:

                     (1)  notice that any Property of the  Parent
          Guarantor or any of its Subsidiaries is subject to  any
          Environmental  Liens individually or in  the  aggregate
          which would have a Material Adverse Effect;

                    (2) any proposed acquisition of stock, assets
          or real estate, or any proposed leasing of Property, or
          any  other action by the Parent Guarantor or any of its
          Subsidiaries in which there is a reasonable probability
          that  the  Parent Guarantor or any of its  Subsidiaries
          would   be   subject  to  any  material   Environmental
          Liabilities and Costs, provided, that, in the event  of
          any  such  proposed  acquisition or lease,  the  Parent
          Guarantor must furnish to the Agent evidence in a  form
          acceptable  to the Agent that the proposed  acquisition
          will not have a Material Adverse Effect;

            (viii)      prior   to  the  effectiveness   thereof,
     information   relating  to  any  proposed  change   in   the
     accounting  treatment or reporting practices of  the  Parent
     Guarantor and its Subsidiaries the nature or scope of  which
     materially affects the calculation of any component  of  any
     financial  covenant,  standard or  term  contained  in  this
     Guaranty; and

           (ix)    prior to the Parent Guarantor, or any  of  its
     Subsidiaries,  (i) entering into any agreement  relating  to
     the  sale of, or the granting of a Lien on, assets having  a
     fair  market value of $10,000,000 or more, or (ii) incurring
     Indebtedness pursuant to a single transaction the  aggregate
     principal amount of which is $10,000,000 or more, the Parent
     Guarantor  shall  give  the Agent 15  days'  notice  of  its
     intention to enter into such an agreement; and

           (x)     from time to time, such other information  and
     materials  as the Agent (or the Banks through the Agent  may
     reasonably request.

      (i)   Additional  Credit  Support  Documents.   The  Parent
Guarantor  shall deliver, or shall cause to be delivered,  within
five  (5) Business Days of delivery to the Agent of a certificate
pursuant  to Section 6(g)(v) hereof, in respect of each Principal
Subsidiary,   disclosed  on  the  schedule   attached   to   such
certificate (a) a Subsidiary Guaranty duly executed by each  such
Principal Subsidiary or (b) if any such Principal Subsidiary is a
Non-U.S.  Subsidiary,  a Pledge Agreement duly  executed  by  the
Shareholders  of  such Non-U.S. Subsidiary; provided,  that  this
Section  (i)  shall not apply to any Principal Subsidiary  as  to
which  there  already  is  at  such  time  a  valid  and  binding
Subsidiary Guaranty or Pledge Agreement (as the case may be).

      (j)  Delivery of Opinions.  Concurrently with the execution
and  delivery of any additional Credit Support Documents pursuant
to  Section  6(i) hereof, the Parent Guarantor shall deliver,  or
shall  cause to be delivered, to the Agent an opinion of  counsel
relating  to such additional Credit Support Document in form  and
substance  substantially  similar to  the  opinions  rendered  in
connection with comparable agreements on the Effective Date.

     (k)  Stock Exchange Listing.  The Parent Guarantor's Class A
common  stock shall at all times be listed on The New York  Stock
Exchange.

      (l) Year 2000 Compliance.  The Parent Guarantor shall take,
and  shall  cause each of its Subsidiaries to take, all necessary
action  to  complete in all material respects by the end  of  the
time  periods set forth in the Parent Guarantor's Form  10-Q  for
the Fiscal Quarter ended September 30, 1998, the reprogramming of
computer  software, hardware and firmware systems  and  equipment
containing  embedded microchips owned or operated by or  for  the
Parent  Guarantor and its Subsidiaries or used or relied upon  in
the  conduct  of their business (including systems and  equipment
supplied  by  others  or with which such systems  of  the  Parent
Guarantor  or any of its Subsidiaries interface) as described  in
such Form 10-Q and required as a result of the Year 2000 Issue to
permit the proper functioning of such computer systems and  other
equipment  and the testing of such systems and equipment,  as  so
reprogrammed except to the extent that failure to so comply would
not  have a Material Adverse Effect. At the request of the  Bank,
the  Parent Guarantor shall provide, and shall cause each of  its
Subsidiaries to provide, to the Bank reasonable assurance of  its
compliance with the preceding sentence.

      (m)  Pari Passu Obligations.  The obligations of the Parent
Guarantor under this Agreement and the Notes do rank and will  at
all  time  rank at least pari passu  in priority of payment  with
all other present and future unsecured Indebtedness of the Parent
Guarantor.

      (n)  Appointment of Financial Adviser.  If at any time  the
Parent  Guarantor, in order to comply with Section  8(a)  hereof,
relies  on  proviso  (B) of such Section 8(a),  then  the  Parent
Guarantor  shall  promptly  retain  a  financial  adviser  or  an
investment  bank  (in  either case of internationally  recognized
standing)  to advise and assist the Parent Guarantor  in  raising
sufficient Equity to restore (i) the Equity Ratio to a minimum of
0.25:1 and (ii) the Adjusted Equity Ratio to a minimum of 0.30:1.
Copies  of the engagement letter pursuant to which such financial
adviser   or  investment  bank  is  retained  shall  be  promptly
delivered to each of the Banks.

      (o)   Corporate Headquarters.  The Parent Guarantor  shall,
and   shall  cause  the  Borrower  to,  maintain  dual  corporate
headquarters:  in  Oslo,  Norway through  Alpharma  A.S.  and  in
northern  New  Jersey (currently Fort Lee),  U.S.A.  through  the
Parent Guarantor.

      SECTION  7.   Negative Covenants.  So long as  any  of  the
Guaranteed  Obligations or any other amounts shall remain  unpaid
or any Bank shall have any Commitment under the Credit Agreement,
unless  otherwise agreed by the written consent of  the  Majority
Banks:

      (a)   Liens, Etc.  The Parent Guarantor shall not, directly
or  indirectly, create or suffer to exist, or permit any  of  its
Subsidiaries to create or suffer to exist, any Lien upon or  with
respect  to any of its Properties, whether now owned or hereafter
acquired, or assign, or permit any of its Subsidiaries to assign,
any  right  to receive income, in each case to secure or  provide
for  the  payment of any Indebtedness of any Person,  except  the
following (collectively, "Permitted Liens").

          (i) Liens created by the Loan Documents;

          (ii) Liens listed on Schedule 7(a)(ii) hereto;

           (iii)  Liens  securing  a  tax,  assessment  or  other
     governmental  charge or levy or the claim of a  materialman,
     mechanic,  carrier,  warehouseman  or  landlord  for  labor,
     materials, supplies or rentals and any other statutory  lien
     (other than Environmental Liens), but only if (A) such  Lien
     was  incurred in the ordinary course of business and (B) the
     liability secured by such Lien (1) is not delinquent or  (2)
     is  being contested in good faith by appropriate proceedings
     and  adequate reserves or other appropriate provisions  have
     been provided therefor in an amount not less than the amount
     required by GAAP;

           (iv)  Liens consisting of a deposit or pledge made  in
     the  ordinary course of business in connection with,  or  to
     secure  payment of, obligations under worker's compensation,
     unemployment insurance or similar legislation;

           (v) Liens constituting an encumbrance in the nature of
     zoning restrictions, easements and rights or restrictions of
     record  on  the use of real property that does  not  have  a
     materially  adverse effect on the Parent  Guarantor  or  its
     Subsidiaries;

          (vi)  Liens of landlords or of mortgagees of  landlords
     arising by operation of law or pursuant to the terms of real
     property  leases, provided that the rental payments  secured
     thereby are not yet due and payable;

          (vii) Any interest or title of a lessor under any lease
     entered  into  by  the  Parent  Guarantor  or  any  of   its
     Subsidiaries  in  the ordinary course of  its  business  and
     covering only the assets so leased;

          (viii)  Liens to secure the performance of bids,  trade
     contracts  (other than for borrowed money), obligations  for
     utilities  leases, statutory obligations, surety and  appeal
     bonds,  performance bonds and other obligations  of  a  like
     nature incurred in the ordinary course of business;

          (ix)  judgment  or  other  similar  Liens  arising   in
     connection with legal proceedings, provided that there shall
     be no period of more than 15 consecutive days during which a
     stay of enforcement of the related judgment shall not be  in
     effect


      (b)   Mergers.   The Parent Guarantor shall  not  merge  or
consolidate in any transaction in which it or the Borrower is not
the  surviving Person.  The Parent Guarantor shall  not,  without
the consent of the Majority Banks, permit any of its Subsidiaries
to  merge  or  consolidate  in  any  transaction  in  which  such
Subsidiary  is not the surviving Person other than in mergers  of
any   Subsidiary  (other  than  the  Borrower)  into  the  Parent
Guarantor,  the Borrower or any other wholly owned Subsidiary  of
the  Parent Guarantor or the Borrower that is incorporated in the
U.S.;  provided,  that  with respect  to  mergers  in  which  the
surviving  entity  is not the Parent Guarantor or  the  Borrower,
then  the  Parent Guarantor shall cause such surviving entity  to
deliver a Subsidiary Guaranty if immediately after the merger the
surviving entity is a Principal Subsidiary (as determined at such
time)  in  respect of which there is not, at such time, a  valid,
legal and binding Subsidiary Guaranty or Pledge Agreement.

      (c)   Substantial Asset Sale.  The Parent  Guarantor  shall
not,  and  shall  not  permit any of its Subsidiaries  to,  sell,
lease,  transfer  or otherwise dispose of all or any  substantial
part  of its or their assets  (including any of the stock of  the
Scandinavian  Principal Companies owned by it  or  them),  except
that this Section 7(c) shall not apply to (i) any disposition  of
assets  (A)  in  the  ordinary course  of  business  or  (B)  any
disposition of assets (other than assets consisting of the  stock
of  the  Scandinavian Principal Companies or assets owned by  the
Scandinavian  Principal Companies) (I) to the  Parent  Guarantor,
the  Borrower  or any Principal Subsidiary (in respect  of  which
there  is  in  existence  a legal, valid and  binding  Subsidiary
Guaranty or Pledge Agreement) or (II) where the proceeds of  such
disposition  (x)  consist solely of cash or Cash Equivalents  and
(y)  the  Net Cash Proceeds of such disposition are first applied
towards   the  prepayment  of  any  Loans  then  outstanding   in
accordance with Section 5.4(a) of the Credit Agreement; provided,
that for purposes of this Section 7(c), any such prepayment shall
be  effected  on  the next succeeding day on  which  an  interest
payment  is  due  in  respect of the  Loan  being  prepaid  after
consummation of the asset sale, and if such day is not  the  last
day  of the Interest Period in respect of the Loan or Loans being
prepaid,  the Borrower shall continue to be liable for any  costs
or  expenses pursuant to Section 12.4(c) or (ii) the contribution
by  Wade  Jones Company, Inc., a Texas corporation,  an  indirect
wholly-owned  Subsidiary of the Parent Guarantor ("Wade  Jones"),
of  assets relating to the distribution activities of Wade  Jones
in  connection  with  the  formation of  Wynco,  LLC,  a  limited
liability   company,  among  Wade  Jones,   G&M   Animal   Health
Distributors, Inc., a corporation duly organised under the  State
of  Arkansas,  and  T&H  Distributors, LLC,  a  Delaware  limited
liability company.

      (d)   Transactions with Affiliates.  The  Parent  Guarantor
shall  not engage in, and will not permit any of its Subsidiaries
to  engage  in, any transaction with an Affiliate of  the  Parent
Guarantor  or of such Subsidiary other than transactions  in  the
ordinary  course of business between a Subsidiary and its  parent
or  among Subsidiaries of the Parent Guarantor that are on  terms
no  less  favorable to the Parent Guarantor or such  Subsidiaries
than   as   would   be  obtained  in  a  comparable   arms-length
transaction.

      (e)   Activities. The Parent Guarantor shall not engage  in
any   business  activities,  own  any  Properties  or  incur  any
obligations or Indebtedness other than (a) as contemplated by the
Loan   Documents,  (b)  the  ownership  of  the  Equity  of   its
Subsidiaries  and  of  the real estate and  improvements  thereon
relating  to  its  manufacturing  facility  in  Chicago  Heights,
Illinois  ,  (c) business activities, the ownership of Properties
and  the  incurrance of obligations or Permitted Indebtedness  in
connection  with the operation of its animal health business  and
(d) the incurrance of obligations in connection with the guaranty
or similar assurance of payment or performance of the obligations
or  Permitted Indebtedness of its Subsidiaries; provided that  in
the case of the foregoing sub-clauses (c) or (d) only so long  as
such  business activities or obligations do not violate any other
provision of this Guaranty or any other Loan Document.
      (f)   Restrictions on Indebtedness.  (i) Subject to  clause
(ii)  below, the Parent Guarantor shall not incur, and shall  not
permit  its  Subsidiaries  to  incur,  Indebtedness  except   the
following (collectively, "Permitted Indebtedness"):

          (A) Indebtedness under the Loan Documents;

           (B)  Any Indebtedness incurred by the Parent Guarantor
     or  the Borrower (but not any other Subsidiary of the Parent
     Guarantor)   if  prior  to,  and  immediately   after,   the
     incurrence  thereof, the Senior Ratio is equal  to  or  less
     than 3.5;

           (C)  Subordinated Indebtedness of the Parent Guarantor
     or the Borrower; or

          (D) Permitted Intercompany Indebtedness;

           (E)  Indebtedness  incurred pursuant  to  a  Permitted
     Credit  Line up to an aggregate principal amount which  does
     not  exceed  the  principal  amount  disclosed  on  Schedule
     7(f)(i)(E) hereto under the heading "Total Permitted  Credit
     Line"; or

           (F)  Indebtedness  of  the  Parent  Guarantor  or  the
     Borrower  under Swap Agreements entered into in the ordinary
     course of business with any Bank.

provided,   that   prior  to  the  incurrence   of   Subordinated
Indebtedness, the Agent shall have received an opinion of counsel
relating  to such Subordinated Indebtedness and stating  that  in
the  opinion of such counsel the Indebtedness of the Loan Parties
under  the  Loan  Documents  is senior  indebtedness  within  the
meaning of such term (or a term analogous thereto) as used in the
terms and provisions relating to such Subordinated Indebtedness.

       (ii)   Notwithstanding  clause  (i)  above,  no  Permitted
Indebtedness  may be incurred unless (A) the Parent Guarantor  or
the Borrower shall have given the Agent at least 7 Business Days'
prior  notice  of  the  intention to incur such  Indebtedness  in
accordance with the terms hereof and (B) if the principal  amount
of  such  Indebtedness is $1,000,000 or more, the Person to  whom
the  debtor  in respect of such  Indebtedness shall be  obligated
becomes  a  party to the Intercreditor Agreement  (unless  it  is
already  a  party  to  such agreement); provided,  however,  that
clause (B) hereof shall not apply to (1) Subordinated Debt or (2)
Indebtedness that is otherwise Permitted Indebtedness and that is
issued  pursuant to a (x) registration statement filed  with  the
Securities  and  Exchange Commission or (y) a  private  placement
with  institutional investors.  In the case  of  such  a  private
placement  with institutional investors, the Parent Guarantor  or
the Borrower shall use its reasonable best efforts to ensure that
the  institutional  investors in such  private  placement  become
parties to the Intercreditor Agreement.

      (iii)  The Parent Guarantor shall not, and shall not permit
any  of  its Subsidiaries to, make any voluntary pre-payments  of
principal  in  respect of Subordinated Indebtedness  so  long  as
there  are any amounts outstanding under the Loan Documents.  For
the  avoidance of doubt, the parties agree that this clause (iii)
shall   not   restrict  payments  of  principal  in  respect   of
Subordinated  Indebtedness  so  long  as  (A)  such  Subordinated
Indebtedness  is  evidenced  by  convertible  bonds,   notes   or
debentures, (B) such payment is being made in connection with the
exercise   by  the  issuer  thereof  of  the  conversion   option
applicable  to  such  Indebtedness at a time when the  conversion
option  applicable to such Indebtedness is at a price lower  than
the  then  present  market price of the  security  issuable  upon
conversion,  (C) such payment is not being made any earlier  than
three  years  from the date of issuance of such Indebtedness  and
(D)  the  Majority  Banks have consented to such  payment  (which
consent shall not be unreasonably withheld).

      SECTION  8.  Financial Covenants.  As long as  any  of  the
Guaranteed Obligations shall remain unpaid or any Bank shall have
any  Commitment  under  the  Credit Agreement,  unless  otherwise
agreed by the written consent of the Majority Banks:

      (a)   Minimum Equity Ratio.  The Equity Ratio of the Parent
Guarantor and its Subsidiaries shall not at any time be less than
(i) 0.2:1, from the Agreement Date through December 31, 1998, and
(ii)  0.3:1  thereafter; provided, however, (A) if  at  any  time
after December 31, 1998 the Adjusted Equity Ratio is equal to  or
greater than 0.3:1, then the Equity Ratio during any such  period
shall  not at any time be less than 0.25:1 and provided, further,
(B) if prior to December 31, 1999 the Parent Guarantor or any  of
its  Subsidiaries makes a Significant Acquisition, then from  the
Significant Acquisition Date through the earlier of (x) June  30,
2000   and   (y)  six  (6)  months  after  such  transaction   is
consummated,  during  any period for which  the  Adjusted  Equity
Ratio  is equal to or greater than 0.3:1, the Equity Ratio  shall
for  such period not be less than 0.20:1.  For purposes  of  this
Section  8(a),  the "Adjusted Equity Ratio" shall  mean,  at  any
time, the ratio of (A) the sum of (I) the Net Worth of the Parent
Guarantor and its Subsidiaries on a consolidated basis plus  (II)
50%   of   the   aggregate  principal  amount   of   Subordinated
Indebtedness outstanding at such time to (B) the total  value  of
the  assets  of  the Parent Guarantor and its Subsidiaries  on  a
consolidated basis as shown on the Parent Guarantor's  then  most
recent quarterly consolidated balance sheet.

      (b)   Total Indebtedness to EBITDA.  The ratio of (i) Total
Indebtedness to (ii) EBITDA as at the last day of any  period  of
four  consecutive Fiscal Quarters of the Parent  Guarantor  shall
not  be  less  than (A) 5.50:1, from the Agreement  Date  through
December  31,  2000,  (B) 5.25:1, from January  1,  2001  through
December  31, 2001, and (C) 5.00:1 thereafter; provided, however,
that if prior to December 31, 2000 the Parent Guarantor or any of
its  Subsidiaries makes a Significant Acquisition, then the ratio
of Total Indebtedness to EBITDA shall not be less than 6.0:1 from
the  Significant  Acquisition Date through  the  earlier  of  (x)
December  31,  2000  and  (y) eighteen  (18)  months  after  such
transaction is consummated.

      (c)   Interest Coverage Ratio.  The ratio of (i) EBITDA  to
(ii)  Total  Interest Expense for any period of four  consecutive
Fiscal  Quarters of the Parent Guarantor shall not be  less  than
(A)  2.25:1, from the Agreement Date through December  31,  2000,
(B)  2.50:1, from January 1, 2001 through December 31, 2001,  and
(C)  3.00:1  thereafter;  provided, however,  that  if  prior  to
December 31, 2000 the Parent Guarantor or any of its Subsidiaries
makes  a  Significant Acquisition, then the ratio  of  EBITDA  to
Total  Interest  Expense shall not be less than  2.0:1  from  the
Significant Acquisition Date through the earlier of (x)  December
31,  2000 and (y) eighteen (18) months after such transaction  is
consummated.

      SECTION  9.   Payments and Computations.  (a)   The  Parent
Guarantor  shall  make each payment payable by it  hereunder  not
later  than 11:00 A.M. (New York City time) on the day when  due,
in  Dollars, to the Agent at its address referred to  in  Section
12.2  of  the  Credit  Agreement in immediately  available  funds
without  set-off or counterclaim, for the account of the  several
Banks.

      (b)   No  Reductions.  (i) Subject to Section 9(b)(ii)  and
(iii),  payments due to the Agent, the Arranger, the  Co-Arranger
or any Bank hereunder, and all other terms, conditions, covenants
and  agreements  to  be  observed and  performed  by  the  Parent
Guarantor hereunder, shall be made, observed or performed by  the
Parent  Guarantor without any reduction or deduction  whatsoever,
including any reduction or deduction for any set-off, recoupment,
counterclaim (whether sounding in tort, contract or otherwise) or
Tax.

      (ii)(x) If any withholding or deduction from any payment to
be  made  by the Parent Guarantor hereunder is required  for  any
Taxes  under  any  applicable law, rule or regulation,  then  the
Parent Guarantor will

           (A)     pay  directly to the relevant taxing authority
     the full amount required to be so withheld or deducted;

           (B)     promptly  forward  to the  Agent  an  official
     receipt  or  other documentation satisfactory to  the  Agent
     evidencing such payment to such authority; and

           (C)     pay to the Agent for the account of the  Banks
     such  additional amount or amounts necessary to ensure  that
     the net amount actually received by each Bank will equal the
     full  amount  such  Bank would have  received  had  no  such
     withholding or deduction been required.

      In addition, to the extent permitted by applicable law, the
Parent  Guarantor agrees to pay any present or  future  stamp  or
documentary taxes, excise or property taxes, or any other charges
or  similar levies which arise from any payment made hereunder or
from  the  execution, delivery or registration of,  or  otherwise
with respect to, this Guaranty or the Notes (hereinafter referred
to as "Other Taxes").

     Each Bank shall use its reasonable best efforts to designate
another of its then existing offices as its Lending Office if the
making  of such designation would, without any detrimental effect
to  such Bank (as determined by the Bank in its sole discretion),
avoid the need for, or reduce the amount of, such withholding  or
deduction from any payment to be made to such Bank by the  Parent
Guarantor hereunder required for any Taxes.

      The Parent Guarantor will indemnify each Bank and the Agent
for the full amount of Taxes or Other Taxes paid by such Bank  or
the  Agent  (as  the  case may be) and any  liability  (including
penalties,  interest  and  expenses) arising  therefrom  or  with
respect  thereto, whether or not such Taxes or Other  Taxes  were
correctly  or  legally asserted.  This indemnification  shall  be
made within 30 days from the date such Bank or the Agent (as  the
case may be) makes written demand therefor.

      If  the  Parent Guarantor fails to pay any Taxes  or  Other
Taxes  when due to the appropriate taxing authority or  fails  to
remit to the Agent, for the account of the respective Banks,  the
required  receipts  or other required documentary  evidence,  the
Parent Guarantor shall indemnify the Agent and the Banks for  any
incremental Taxes or Other Taxes, penalties, interest or expenses
that  may become payable by the Agent or any Bank as a result  of
any such failure.

      (y)   Notwithstanding subsection (x), the Parent  Guarantor
shall not be required to indemnify or pay additional amounts  for
or on account of:

      (A)  Taxes imposed on or measured by the net income of  the
Agent or any Bank or franchise Taxes imposed on the Agent or  any
Bank,  but  in  each  case  only to the  extent  imposed  by  the
jurisdiction  under the laws of which the Agent or such  Bank  is
organized  or  doing  business (other than as  a  result  of  the
transactions contemplated by the Loan Documents or the Agent's or
any Bank's enforcement of its rights under any Loan Document)  or
any political subdivision or taxing authority thereof or therein,
or  by any jurisdiction in which the Agent or such Bank's lending
office  or principal executive office is located or any political
subdivision  or taxing authority thereof or therein  (except,  in
each  case, to the extent required by the following paragraph  to
make payments on a net after-tax-basis), or

      (B)   any Tax or Other Tax imposed by reason of either  (i)
the  failure  of  the certification made by a Bank  on  any  form
provided pursuant to Section 9(b)(iii) to be accurate and true in
all  material  respects unless any such failure  is  attributable
solely to a Change in Tax Law that occurs on or after the date on
which such form is provided by such Bank, or (ii) the failure  by
a  Bank to deliver to the Parent Guarantor (or the Borrower)  and
the Agent two duly completed and executed copies of IRS Form 1001
or  4224  (or successor applicable forms) in accordance with  the
second  sentence of Section 9(b)(iii), certifying that such  Bank
is entitled to receive payments under this Guaranty and the Loans
without  deduction  or withholding of any United  States  federal
income taxes, provided that this clause (B)(ii) will not apply if
such  failure is attributable solely to a Change in Tax Law  that
occurs on or after the date hereof.

      All  amounts  payable as additional amounts or  indemnities
pursuant  to this Section 9(b) shall include an amount  necessary
to  hold the Agent or the relevant Bank harmless on a net  after-
tax-basis  from and against all Taxes required to  be  paid  with
respect  to  or  as  a result of the payment of  such  additional
amount   or  indemnity  (including,  without  limitation,   Taxes
described in clause (A) of the preceding paragraph.)

     (iii)  Each Bank that is not a United States person (as such
term  is defined in Section 7701(a)(30) of the Code) agrees  that
it will, on or before the date that the Parent Guarantor delivers
this  Guaranty  (or, in the case of a Bank that  becomes  a  Bank
pursuant to an assignment described in Section 12.7 of the Credit
Agreement,  on  or  before the date that the  Agent  records  the
Notice  of  the Assignment and Acceptance by which it  becomes  a
Bank),  deliver  to the Parent Guarantor and the Agent  two  duly
completed  and  executed  copies of IRS  Form  1001  or  4224  or
successor applicable form, as the case may be, certifying in each
case that such Bank is entitled to receive payments payable to it
under   this   Guaranty  and  the  Loans  without  deduction   or
withholding of any United States federal income taxes.  Each Bank
that  undertakes to deliver to the Parent Guarantor and the Agent
an  IRS  Form  1001 or 4224 under the preceding sentence  further
undertakes  to deliver to the Agent and the Parent Guarantor  two
additional  duly completed and executed copies of  Form  1001  or
4224  (or successor applicable forms) on or before the date  that
any such form expires or becomes obsolete or after the occurrence
of  any  event  requiring  a  change  in  the  most  recent  form
previously delivered by it to the Parent Guarantor and the Agent,
and  such  extensions or renewals thereof as  may  reasonably  be
required  by the Parent Guarantor, certifying, in the case  of  a
Form 1001 or 4224, that such Bank is entitled to receive payments
under   this   Guaranty  and  the  Loans  without  deduction   or
withholding of any United States federal income taxes, unless, in
any  such  case,  an  event (including, without  limitation,  any
Change in Tax Law) has occurred before the date on which any such
delivery would otherwise be required which renders all such forms
inapplicable  or which causes such Bank to be no longer  eligible
to  complete  and deliver any such form with respect  to  it,  in
which  case  the  Bank  shall either (1) furnish  to  the  Parent
Guarantor such forms or other certification as the Bank  (in  its
sole  opinion)  is  legally entitled to  furnish  evidencing  the
Bank's  eligibility for a complete exemption from  or  a  reduced
rate of withholding of United States federal income taxes, or (2)
notify  the  Parent  Guarantor that the Bank is  not  capable  of
receiving payments without any deduction or withholding of United
States federal income tax.

      SECTION 10.  Addresses for Notices.  All notices and  other
communications  provided  for  hereunder  shall  be  in   writing
(including  telegraphic  or telecopy communication)  and  mailed,
telegraphed, telecopied or delivered, if to the Parent Guarantor,
addressed  to  it  at One Executive Drive, Fort Lee,  New  Jersey
07024, Tel: (201) 947-7774, Fax: (201) 947-0795 Attention: Albert
N.  Marchio, II, Treasurer, if to the Agent, addressed to  it  at
the  address  specified in the Credit Agreement, or  as  to  each
party  at such other address as shall be designated by such party
in  a written notice to each other party complying as to delivery
with  the  terms  of  this Section.  All such notices  and  other
communications  shall, when mailed or telegraphed,  respectively,
be  effective  when deposited in the mails or  delivered  to  the
telegraph  company,  respectively, addressed  as  aforesaid,  and
shall, when delivered or telecopied, be effective when received.

     SECTION 11.  No Waiver; Remedies.  No failure on the part of
any Guaranteed Party to exercise, and no delay in exercising, any
right hereunder shall operate as a waiver thereof; nor shall  any
single  or  partial exercise of any right hereunder preclude  any
other  or  further exercise thereof or the exercise of any  other
right.   The  remedies  herein provided are  cumulative  and  not
exclusive of any remedies provided by law.

      SECTION  12.   Right of Set-off.  Upon the  occurrence  and
during the continuance of any Event of Default (as defined in the
Credit Agreement), each Bank 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 such Bank to or for the  credit
or the account of the Parent Guarantor against any and all of the
obligations  of  the  Parent Guarantor now or hereafter  existing
under  this  Guaranty, irrespective of whether or not  such  Bank
shall have made any demand under this Guaranty.  Each Bank agrees
promptly  to  notify the Parent Guarantor after any such  set-off
and  application made by such Bank; provided, however,  that  the
failure to give such notice shall not affect the validity of such
set-off  and  application.  The rights of each  Bank  under  this
Section  are in addition to other rights and remedies (including,
without limitation, other rights of set-off) which such Bank  may
have.

      SECTION  13.   Continuing Guaranty; Transfer  of  Interest.
This  Guaranty is a continuing guaranty and shall (i)  remain  in
full  force and effect until indefeasible payment in full of  the
Guaranteed  Obligations and all other amounts payable under  this
Guaranty,  (ii)  be  binding  upon  the  Parent  Guarantor,   its
successors  and  permitted  assigns,  provided  that  the  Parent
Guarantor  may  not assign or transfer its obligations  hereunder
without the consent of the Majority Banks, and (iii) inure to the
benefit  of  and be enforceable by any Guaranteed Party  and  its
respective successors, transferees, and assigns, without limiting
the generality of the foregoing clause (iii), any Bank may assign
or  otherwise  transfer  all  or  any  part  of  its  rights  and
obligations  under the Credit Agreement in accordance  therewith,
and  such  other person or entity shall thereupon  become  vested
with  all  the  rights in respect thereof granted  to  such  Bank
herein  or  otherwise,  subject, however, to  the  provisions  of
Article XII of the Credit Agreement.

      SECTION 14.  Reinstatement.  This Guaranty shall remain  in
full  force  and effect and continue to be effective  should  any
petition be filed by or against any Loan Party (as defined in the
Credit  Agreement) for liquidation or reorganization, should  any
Loan Party become insolvent or make an assignment for the benefit
of creditors or should a receiver or trustee be appointed for all
or any significant part of any Loan Party's assets, and shall, to
the fullest extent permitted by law, continue to be effective  or
be  reinstated,  as the case may be, if at any time  payment  and
performance  of the Guaranteed Obligations, or any part  thereof,
is,  pursuant to applicable law, rescinded or reduced in  amount,
or  must otherwise be restored or returned by any obligee of  the
Guaranteed  Obligations,  whether  as  a  "voidable  preference",
"fraudulent conveyance", or otherwise, all as though such payment
or performance had not been made.  In the event that any payment,
or   any  part  thereof,  is  rescinded,  reduced,  restored,  or
returned, the Guaranteed Obligations shall, to the fullest extent
permitted by law, be reinstated and deemed reduced only  by  such
amount paid and not so rescinded, reduced, restored or returned.

      SECTION  15.  Defined Terms.  (a) As used in this Guaranty,
the following terms have the following meanings (such meanings to
be  equally applicable to both the singular and plural  forms  of
the terms defined):

     "Adjusted Equity Ratio" has the meaning specified in Section
8(a).

      "Current  Assets"  means, at any time,  as  to  the  Parent
Guarantor  and its Subsidiaries, the consolidated current  assets
of  the  Parent Guarantor and its Subsidiaries for the then  most
recently ended Fiscal Quarter, as shown on the Parent Guarantor's
then most recent consolidated balance sheet at such time.

      "Current  Liabilities"  of the  Parent  Guarantor  and  its
Subsidiaries  means,  at any time, (a) the  consolidated  current
liabilities of the Parent Guarantor and its Subsidiaries plus (b)
to the extent not included in (a), the current liabilities of any
Person   (other  than  the  Parent  Guarantor  or  any   of   its
Subsidiaries) that are guaranteed by the Parent Guarantor or  any
of  its  Subsidiaries, in each case for the  then  most  recently
ended Fiscal Quarter as shown on the Parent Guarantor's then most
recent consolidated balance sheet at such time.

      "Earnings  from  Operations" means, at any time,  operating
income  for  the  Parent  Guarantor and  its  Subsidiaries  on  a
consolidated basis as set forth in the consolidated statement  of
income  of  the  Parent  Guarantor and its Subsidiaries  for  the
immediately preceding four consecutive Fiscal Quarters  (or  such
fewer  number of consecutive Fiscal Quarters as shall have  ended
immediately  following the Effective Date)  for  which  financial
statements  have been delivered to the Banks pursuant to  Section
6(g)  of  this  Guaranty; provided, however, that if  the  Parent
Guarantor   or  any  of  its  Subsidiaries  makes  a  Significant
Acquisition, then there shall be in the foregoing calculation  of
EBIT  the  EBIT  attributable to the product or product  line  so
acquired.

      "EBIT"  means,  at any time, an amount  equal  to  (a)  the
consolidated  net  income  of  the  Parent  Guarantor   and   its
Subsidiaries  before  interest expense and  provision  for  taxes
(excluding extraordinary gains and losses and gains from sales of
assets  other than sales of inventory in the ordinary  course  of
business),  in each case determined in accordance with  GAAP  for
the  immediately preceding four consecutive Fiscal  Quarters  (as
shown on the Parent Guarantor's consolidated financial statements
and  other  reports, statements, budgets and forecasts,  if  any,
most recently delivered to the Agent);

      "EBITDA" means, for any period, an amount equal to (a)  the
consolidated  net  income  of  the  Parent  Guarantor   and   its
Subsidiaries plus, to the extent deducted in computing  such  net
income,   interest expense and provision for taxes plus  (b)  the
amount  of all amortization of intangibles and depreciation  that
were deducted in arriving at such amount minus (c) the amount  of
all non-cash gains that were added in arriving at such amount, in
each case determined in accordance with GAAP for such period  (as
shown   on   the  Parent  Guarantor's  most  recent  consolidated
financial statements delivered to the Agent); provided,  however,
that  extraordinary  gains and losses and  gains  from  sales  of
assets  other than sales of inventory in the ordinary  course  of
business  shall  be  excluded  from  the  calculation   of   such
consolidated  net income; provided further, that  if  the  Parent
Guarantor   or  any  of  its  Subsidiaries  makes  a  Significant
Acquisition  during such period, then there shall be included  in
the  foregoing calculation of EBITDA the EBITDA of  the  acquired
Person  and/or the EBIT attributable to the acquired  product  or
product  line,  as  the case may be, for such  period;  provided,
further,  that subject to the consent of the Banks  (which  shall
not  be  unreasonably  withheld),  the  following  items  may  be
excluded   from  the  calculation  of  EBITDA  for  purposes   of
calculating  the  Margin  Ratio under the  Credit  Agreement  and
compliance  with  Sections 7(f)(i)(B),  8(b)  and  8(c)  of  this
Guaranty: (i) one time charges resulting from reorganizations  of
the  Parent  Guarantor and/or both existing and new Subsidiaries,
(ii)  gains and/or losses from the sale of a business  and  (iii)
one  time  charges in connection with an acquisition  as  may  be
required  in  accordance with GAAP (and,  for  the  avoidance  of
doubt, the Banks have consented to the exclusion of the one  time
charge  relating  to  the acquisition of  Arthur  H.  Cox  &  Co.
Limited,   a   U.K.  company,  and  English  company,   and   its
Subsidiaries from the calculation of EBITDA as aforesaid).

      "Equity Ratio" means, at any time, the ratio of (a) the Net
Worth  of  the Parent Guarantor and its Subsidiaries to  (b)  the
total  value  of  the  assets of the  Parent  Guarantor  and  its
Subsidiaries as shown on the Parent Guarantor's then most  recent
quarterly consolidated balance sheet.

      "Net  Worth" means, at any time, as to the Parent Guarantor
and its Subsidiaries on a consolidated basis, the excess of total
assets over total liabilities, as shown on the Parent Guarantor's
then most recent consolidated balance sheet.

     "Permitted Credit Lines" means the lines of credit available
to  the Parent Guarantor and its Subsidiaries that are listed  on
Schedule 7(f)(i)(E) hereto.

      "Permitted  Indebtedness"  has  the  meaning  specified  in
Section 7(a).

     "Permitted Liens" has the meaning specified in Section 7(a).

      "Permitted  Intercompany Indebtedness"  means  Indebtedness
incurred  by  the  Parent Guarantor, the Borrower,  a  Subsidiary
Guarantor  or  a  Pledged  Subsidiary and  owing  to  the  Parent
Guarantor,  the  Borrower, a Subsidiary Guarantor  or  a  Pledged
Subsidiary (as the case may be).

      "Senior  Ratio"  means  at any time  the  sum  of  (a)  the
aggregate  principal  amount of all Senior Indebtedness  at  such
time outstanding divided by (b) EBITDA at such time.

      "Senior Indebtedness" means all Indebtedness of the  Parent
Guarantor and its Subsidiaries on a consolidated basis other than
Subordinated Indebtedness.

     "Significant Acquisition" means an acquisition (whether in a
single  transaction or in a series of transactions  over  any  12
month  period)  of  Equity or assets having a fair  market  value
greater than $50,000,000 in the aggregate.

      "Significant  Acquisition Date" means, with  respect  to  a
Significant  Acquisition,  the  date  on  which  the  transaction
involving  such  Significant Acquisition  (or,  if  a  series  of
transactions,  the  first transaction in which  the  fair  market
value   of  the  Acquisition  when  aggregated  with  all   other
acquisitions during such 12 month period exceeded $50,000,000) is
consummated.

       "Subordinated  Indebtedness"  means,  as  to  the   Parent
Guarantor and its Subsidiaries, Indebtedness that (a) is  subject
to  subordination terms that are no less favorable to  the  Banks
than  those contained in Exhibit A hereto and that are  otherwise
satisfactory to the Agent and (b) does not commence  to  amortize
or  otherwise  require  any mandatory installments  of  principal
until six months after the Termination Date.

      "Total  Capital"  means, at any  time,  as  to  the  Parent
Guarantor and its Subsidiaries on a consolidated basis,  the  sum
for  the  Parent Guarantor and its Subsidiaries of (a) Net  Worth
plus (b) Subordinated Indebtedness.

      "Total  Interest Expense" means, for any period,  the  cash
interest  expense  incurred  by  the  Parent  Guarantor  and  its
Subsidiaries,  on  a  consolidated basis, for  such  period  with
respect  to  the aggregate amount of all Indebtedness outstanding
during  such  period;  provided,  however,  that  if  the  Parent
Guarantor   or  any  of  its  Subsidiaries  makes  a  Significant
Acquisition  during such period, then there shall be included  in
the  foregoing  calculation of Total Interest Expense  the  Total
Interest Expense of the acquired Person and/or the Total Interest
Expense attributable to the acquired product or product line,  as
the case may be, for such period.

      "Total  Indebtedness"  means, at any  time,  the  aggregate
principal amount of Indebtedness of the Parent Guarantor and  its
Subsidiaries (on a consolidated basis) outstanding at such time.

      "Year  2000 Issue" means the failure of computer  software,
hardware  and firmware systems and equipment containing  embedded
computer   chips   to   properly  receive,   transmit,   process,
manipulate,  store, retrieve, re-transmit or  in  any  other  way
utilize  data and information due to the occurrence of  the  year
2000 or the inclusion of dates on or after January 1, 2000.

      (b)   Any  terms  used in this Guaranty and  not  otherwise
defined are used with the meaning ascribed thereto in the  Credit
Agreement.

     SECTION 16.  GOVERNING LAW.  THIS GUARANTY SHALL BE GOVERNED
BY,  AND  CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE  OF
NEW YORK.

      SECTION  17.   WAIVER OF JURY TRIAL.  THE PARENT  GUARANTOR
IRREVOCABLY  WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY  ACTION  OR
PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS OR REMEDIES HEREUNDER,
UNDER  THE  CREDIT  AGREEMENT OR UNDER THE OTHER  LOAN  DOCUMENTS
RELATIVE TO EACH OF THE FOREGOING.


      IN  WITNESS  WHEREOF, the Parent Guarantor has caused  this
Guaranty  to  be  duly  executed and  delivered  by  its  officer
thereunto duly authorized as of the date first above written.

                                   ALPHARMA INC.



                                   By: _______________________
                                       Name:
                                       Title:
                                                    Schedule 5(k)



                          Subsidiaries


                                                    Schedule 5(l)



                     Principal Subsidiaries



     A.   Non-U.S.

          1.     Alpharma AS
          2.     Dumex-Alpharma A/S
          3.     Alpharma Holdings Limited


     B.   U.S.

          1.     Alpharma USPD Inc.
          2.     Alpharma U.K. Holding Inc.


                                                Schedule 6(g)(vi)


                     Long Term Indebtedness
                                
                        [To be attached]
                                                Schedule 7(a)(ii)



                        Permitted Liens


                                              Schedule 7(f)(i)(E)



                     Permitted Credit Lines

                        [To be attached.]


                                                      Exhibit A
                                                            to
                                                  Parent Guaranty



                      Subordination Terms


                       [To be attached.]