A.L. PHARMA INC.

                1983 INCENTIVE STOCK OPTION PLAN

                      As Amended through
                          June 7, 1995
                                          As Amended thru: 6/7/95


                        A.L. PHARMA INC.
                1983 INCENTIVE STOCK OPTION PLAN


1.   Purpose of the Plan

     This 1983 Stock Option Plan (the "Plan") of A.L. Pharma Inc.
(the "Company"), is designed to provide incentive to present  and
future executive, managerial, marketing, technical and other  key
employees  of  the  Company and of its subsidiaries  (hereinafter
referred  to  as  "Employees")  by affording  such  Employees  an
opportunity to acquire or increase their proprietary interest  in
the  Company  through the acquisition of shares of  its  Class  A
Common  Stock.  By encouraging stock ownership by such Employees,
the   Company  seeks  to  attract  and  retain  in  its  and  its
subsidiaries' employ persons of exceptional competence and  seeks
to  furnish an added incentive for them to increase their efforts
on behalf of the Company.

2.   Administration

     This  Plan shall be administered by a committee of the Board
of  Directors of the Company consisting of one or more  directors
(the  "Options  Committee")  appointed  for  such  purpose.   All
questions  of  interpretation and application of  this  Plan,  of
options  granted  hereunder   (the  "Options"),  of  any  related
agreements and instruments, and of the value of shares of Class A
Common  Stock subject to Options, shall be subject  to  the  good
faith  determination  of the Options Committee,  which  shall  be
final  and binding.  If for any reason an Options Committee shall
not  have been appointed, all authority and duties of the Options
Committee under this Plan shall be vested in and exercised by the
Board of Directors of the Company.

3.   Option Shares

     The  stock  subject to the Options and other  provisions  of
this  Plan shall be shares of the Company's Class A Common Stock,
with  $.20  par  value (hereinafter referred to  as  the  "Common
Stock").   The total amount of the Common Stock with  respect  to
which  Options  may be granted shall not exceed in the  aggregate
2,500,000* shares; provided, however, that the type and aggregate
number  of  shares  which  may  be  subject  to  Options  granted
hereunder shall be subject to adjustment in accordance  with  the
provisions of paragraph 16 hereof, and further provided  that  if
Incentive  Stock Options are granted, the aggregate  fair  market
value  (determined as of the time the option is granted)  of  the
     Stock with respect to which Options are exercisable for the first
time  by  any single employee during any calendar year shall  not
exceed   $100,000.   Such  shares  may  be  treasury  shares   or
authorized but unissued shares.

     If,  for any reason the full number of shares covered by any
Option  are  not issued before the Option expires or  terminates,
shares not issued under such Option shall again be available  for
the grant of Options under this Plan.

4.   Authority to Grant Options

     The Options Committee may grant Options from time to time to
such eligible Employees as it shall determine; provided, however,
that  no Options may be granted to any person who is a member  of
the Options Committee at the time of such grant.  Subject only to
any applicable limitations set forth in this Plan, the number  of
shares  of  Common Stock which may be purchased pursuant  to  any
Option shall be as determined by the Options Committee, but in no
event  may the number of Options granted to any person under  the
Plan exceed 100,000 in any taxable period.

     In  the discretion of the Options Committee, Options granted
under this Plan may be "incentive stock options" as such term  is
defined  in  Section 422A of the Internal Revenue  Code  of  1986
("Incentive  Stock Options"), or Options which do not  meet  such
definition.   The  option agreement with respect  to  any  Option
intended  to  qualify  as  an Incentive  Stock  Option  shall  so
identify such Option.

5.   Limitation on Value of Shares Covered by Incentive Stock
     Options Granted to Any Employee

     The  aggregate fair market value (determined as of the  time
the  Option is granted) of the Common Stock with respect to which
any  employee may be granted Incentive Stock Options  under  this
Plan  and  any  other  plans  of the Company  or  any  parent  or
subsidiary  of the Company shall not exceed the amount  permitted
by Section 422A of the Internal Revenue Code of 1986.

6.   Eligibility

     The  individuals who shall be eligible to participate in the
Plan  shall  be  such  Employees from  the  class  of  executive,
managerial, marketing, technical and other key employees  as  the
Options Committee shall determine from time to time.

7.   Option Price

     The  price at which shares may be purchased pursuant to  any
Option  shall be specified by the Options Committee at  the  time
the  Option is granted, and shall be equal to or greater than the
fair market value, as determined by the Options Committee, of the
shares of Common Stock on the date the Option is granted.

8.   Terms of Options; Vesting

     The  Options  Committee shall determine  the  term  of  each
Option  which  shall in no event exceed ten years and  one  month
from  the  date  of grant.  Unless the Committee shall  otherwise
determine at the time of grant, Options shall vest at the rate of
25%  per year that the Employee holds such Option so that Options
shall not become fully exercisable until four years from the date
of  grant.   Accordingly,  unless the Committee  shall  otherwise
determine at the time of grant, Options cannot be exercised until
one  year after the Option has been granted and then 25%  of  the
Option Shares may be purchased during the second year, 50% during
the  third year, 75% during the fourth year, and 100% after  four
years.   Subject  to the limitations contained  in  paragraph  12
hereof,  the  Options  Committee  may,  in  its  discretion:  (a)
accelerate  the  time  at which any outstanding  Option  or  part
thereof  shall become exercisable and (b) extend the time  during
which  any outstanding Option may be exercised, provided that  no
Option  may be exercised more than ten years and one month  after
the  date  of  grant.  There shall be deemed to be  part  of  the
conditions  and  terms of every Option granted  hereunder  as  an
Incentive  Stock  Option  each  condition,  term,  limitation  or
restriction which is required under Section 422A of the  Internal
Revenue  Code and the applicable regulations for such  Option  to
qualify as an Incentive Stock Option.

9.   Amount Exercisable

     Each  Option may be exercised, so long as it has vested  and
is valid and outstanding, from time to time, in part or in whole,
subject  to any limitations with respect to the number of  shares
for which the Option may be exercised at a particular time and to
such other conditions as the Options Committee in its discretion,
may specify.

10.  Exercise of Options

     Options shall be exercised by the delivery of written notice
to the Company (Attention: Treasurer) setting forth the number of
shares  with  respect to which the Option is to be exercised  and
the  address to which the certificates for such shares are to  be
mailed, together with (i) cash (including checks, bank drafts  or
postal  or  express  money orders payable to  the  order  of  the
Company)  or  (ii), if permitted by the Option Committee  and  in
accordance  with  Section 10C, shares of Common Stock  previously
acquired,  in  an aggregate amount equal to the option  price  of
such  shares.  As promptly as practicable after receipt  of  such
written notification and payment and subject to Section 10B,  the
Company shall deliver to the optionee certificates for the number
of  shares  with  respect  to  which  such  Option  has  been  so
exercised,  issued  in the optionee's name:  provide,  that  such
delivery  shall  be  deemed effected for all purposes  when  such
certificates shall have been deposited in the United States mail,
addressed  to the optionee, at the address specified pursuant  to
this paragraph.  For all purposes, an optionee shall be deemed to
have  exercised  an Option and to have purchased and  become  the
holder  of the Option Shares as of the date the Company  receives
written  notification of exercise and payment as provided  herein
and in Section 10B.

10A. Alternative Cash Settlement Method

     The Option Committee, in its discretion, may confer upon the
grantee of any Option granted pursuant to this Plan the right  to
exercise, with respect to shares of Common Stock which  could  be
purchased  under  an Option otherwise exercisable  hereunder,  an
alternative cash settlement right as set forth below in  lieu  of
purchasing shares under such Option.  Such right may be conferred
at   the  time  the  Options  are  granted  or  with  respect  to
outstanding Options.

     The  alternative cash settlement right shall mean the right,
in  lieu  of purchasing shares under an Option which is otherwise
exercisable under this Plan, to receive a payment in  cash  equal
to  the excess of the value of one share of Common Stock over the
option  price set forth in the Option times the number of  shares
as  to  which the alternative cash settlement right is exercised.
Notwithstanding the other provisions of this Plan, exercise of an
alternative  cash settlement right (i) shall be  subject  to  the
approval  of the Committee at the time of such exercise and  (ii)
may  only  be exercised in connection with and at the  same  time
that  an Option is being exercised under Section 10 of this  Plan
and  may  not be exercised with respect to more shares of  Common
Stock  than  are  then being purchased upon such  exercise  under
Section  10.   For  purposes of determining an  alternative  cash
settlement,  the  value per share of Common Stock  shall  be  the
closing price on the principal stock exchange on which the Common
Stock  is listed for trading on the date of the exercise  of  the
Option   (or,  if no such closing price is available,  the  value
shall  be  determined in such other manner as the  Committee  may
deem appropriate).

     Exercise of alternative cash settlement rights shall be made
by  notice delivered to the Company as provided in Section 10  of
this  Plan.   Exercise  of  an  Option  through  exercise  of  an
alternative cash settlement right shall for purposes of this Plan
have the same effect as if the shares of Common Stock as to which
such   right   was  exercised  were  issued  under   this   Plan;
accordingly, there shall be a decrease in the number of shares of
Common  Stock which thereafter may be available for  purposes  of
granting  Options  under this Plan by the  number  of  shares  of
Common Stock as to which an alternative cash settlement right  is
exercised.

10B  Withholding Tax Requirements

     It shall be a condition of exercise of any Option (including
any  exercise of an alternative cash settlement right)  that  the
Employee exercising the Option make appropriate payment or  other
provision  acceptable  to  the  Company  with  respect   to   any
withholding  tax  requirement arising from  such  exercise.   The
amount  of withholding tax required, if any, with respect to  any
Option exercise (the "Withholding Amount") shall be determined by
the  Treasurer or other appropriate officer of the  Company,  and
the  Employee  shall  furnish  such  information  and  make  such
representations   as   such  officer  requires   to   make   such
determination.   In  the  event  of  an  exercise  involving   an
alternative cash settlement right, the Company shall withhold the
Withholding  Amount  from  the amount otherwise  payable  to  the
Employee.   If  the  Company determined that withholding  tax  is
required  with  respect to any Option exercise not  involving  an
alternative cash settlement right, the Company shall  notify  the
Employee of the Withholding Amount, and the Employee shall pay to
the  Company, by check or other means acceptable to the  Company,
an  amount  not  less than the Withholding Amount.   In  lieu  of
making   such  payment,  the  Employee  may  elect  to  pay   the
Withholding  Amount by either (i) delivering  to  the  Company  a
number  of  shares  of  Common Stock having  an  aggregate  value
(determined  as set forth in Section 10A) as of the  "measurement
date"  (as  hereinafter defined) not less  than  the  Withholding
Amount  or  (ii) directing the Company to withhold  (and  not  to
deliver or issue to Employee) a number of shares of Common  Stock
otherwise  issuable upon the Option exercise having an  aggregate
value  (determined  as  set  forth in  Section  10A)  as  of  the
measurement  date not less than the Withholding Amount;  provided
that if the Employee is an officer or director subject to Section
16(b)  of  the  Securities Exchange Act of 1934, as amended,  the
election to meet withholding tax requirements by the delivery  or
direction  to  withhold  shares  of  Common  Stock  may  only  be
exercised (i) during a ten day "window" period specified in  Rule
16b-3  or (ii) at least six months prior to the measurement  date
or  (iii)  at  such  other time as will not, in  the  opinion  of
counsel for the Company, result in any liability of such Employee
under  said Section 16(b).  If the Company approves, an  Employee
may  elect  pursuant to  the prior sentence to deliver or  direct
the  withholding  of shares of Common Stock having  an  aggregate
value  in  excess of the minimum Withholding Amount  but  not  in
excess  of  the  Employee's applicable highest marginal  combined
federal  income and state income tax rate, as estimated  in  good
faith  by the Employee.  Any fractional share interests resulting
from  the  delivery or withholding of shares of Common  Stock  to
meet withholding tax requirements shall be settled in cash.   All
amounts paid to or withheld by the Company and the value  of  all
shares  of  Common Stock delivered to or withheld by the  Company
pursuant  to  this Section 10B shall be deposited  in  accordance
with  applicable law by the Company as withholding  tax  for  the
Employee's  account.   If  the  Treasurer  or  other  appropriate
officer  of  the  Company determines that no withholding  tax  is
required with respect to the exercise of any Option (because such
Option   is   an  Incentive  Stock  Option  or  otherwise),   but
subsequently  it  is  determined that the  exercise  resulted  in
taxable  income as to which withholding is required (as a  result
of  a  disposition  of shares or otherwise), the  Employee  shall
promptly, upon being notified of the withholding requirement, pay
to  the  Company  by means acceptable to the Company  the  amount
required  to  be  withheld; and at its election the  Company  may
condition  any  transfer of shares issued  upon  exercise  of  an
Incentive  Stock Option upon receipt of such payment.   The  term
"measurement  date" as used in this Section 10B  shall  mean  the
date  on which any taxable income resulting from the exercise  of
an  Option  is  determined under applicable  federal  income  tax
provisions.

10C. Exchange of Previously Acquired Stock

     The Option Committee, in its discretion, may (subject to the
provisos to this sentence) permit the option price for the shares
being acquired upon the exercise of an Option to be paid, in full
or  in part, by the delivery to the Company of a number of shares
of  Common  Stock  having an aggregate value (determined  as  set
forth  in Section 10A) as of the "exercise measurement date"  (as
hereinafter defined) equal to the exercise price for  the  shares
being  acquired;  provided that if the  Employee  exercising  the
Option is an officer or director subject to Section 16(b) of  the
Securities  and  Exchange  Act of  1934,  as  amended,  and  such
Employee is permitted by the Option Committee to pay the exercise
price  under an Option by delivery of previously acquired  Common
Stock, the election to deliver such Common Stock may only be made
(i)  during a ten day "window" period specified in Rule 16b-3  or
(ii)  at least six months prior to the exercise measurement  date
or  (iii)  as  such  other time as will not, in  the  opinion  of
counsel for the Company, result in any liability of such Employee
under said Section 16(b); provided further that if the shares  of
Common  Stock being delivered as payment for all or part  of  the
exercise  price  under an Option were acquired  pursuant  to  the
exercise  of  another Option, such Common Stock  must  have  been
owned  by  the  Employee for at least six  months  preceding  the
exercise measurement date; and provided further that this Section
10C  shall  only  be  available for, and applicable  to,  Options
granted  subsequent  to September 30, 1986.  The  term  "exercise
measurement date" as used in this Section 10C shall mean the date
on which the Option is exercised in accordance with Section 10.

11.  Transferability of Options

     Options shall not be transferable otherwise than by will  or
the  laws  of  descent and distribution and shall be  exercisable
during the optionee's lifetime only by him or by his guardian  or
legal representative.

12.  Termination of Employment or Death of Optionee

     Except as expressly provided herein, Options shall terminate
on the earlier of:

          a.   the date of expiration thereof, specified pursuant
               to paragraph 8 of this Plan,

          b.   immediately  upon  termination of  the  employment
               relationship between the Company and the  optionee
               for cause, or

          c.   thirty   (30)  days  or,  if  the  written  option
               agreement  (as specified pursuant to paragraph  18
               hereof) specifically provides, for a longer period
               not  to  exceed one year after termination of  the
               employment  relationship between the  Company  and
               the  optionee without cause, other than  death  or
               retirement in good standing from the employ of the
               Company  for  reasons of age or  disability  under
               then  established  rules of  the  Company  or  the
               subsidiary employing the optionee.

Whether  authorized leave of absence, or absence on  military  or
government   service,  shall  constitute   termination   of   the
employment  relationship,  shall be  determined  by  the  Options
Committee.

     In  the event of the death of the holder of an Option  while
in the employ of the Company and before the date of expiration of
such  Option, such Option shall terminate on the earlier of  such
date  of expiration or one year following the date of such death.
After  the  death of the optionee, his executors, administrators,
or any person or persons to whom his Option may be transferred by
will  or by the laws of descent and distribution, shall have  the
right,  at  any  time prior to such termination to exercise  such
Option  which shall have vested immediately prior to  his  death.
If,  before  the date of expiration of  an Option,  the  optionee
shall  be  retired  in  good standing from the  employee  of  the
Company  for  reasons  of  age  or  disability  under  the   then
established rules of the Company, such Option shall terminate  on
the  earlier of such date of expiration or 90 days after the date
of   such   retirement  unless  the  written   option   agreement
specifically provides for a longer period not to exceed one  year
after  the  date  of  such retirement unless the  written  option
agreement specifically provides for a longer period not to exceed
one  year  after the  date of such retirement.  In the  event  of
such  retirement, the optionee shall have the right prior to  the
termination of such Option to exercise the Option to  the  extent
to  which  he  was  entitled to exercise such Option  immediately
prior to such retirement.

     For  all  purposes of this Plan, an employment  relationship
between  the  Company and the optionee shall be deemed  to  exist
during  any  period  in which the optionee  is  employed  by  the
Company or by any subsidiary of the Company.

13.  Requirements Imposed by Law

     The  Company  shall  not be required to sell  or  issue  any
shares  under  any  Option if the issuance of such  shares  shall
constitute a violation by the optionee or by the Company  of  any
provisions   of  any  law  or  regulation  of  any   governmental
authority.  Any determination in this connection by  the  Options
Committee shall be final, binding and conclusive.

     The  Company shall not be required to issue any shares  upon
exercise  of  any  option  unless the Company  has  received  the
optionee's representation or other evidence satisfactory to it to
the  effect that the holder of such Option will not transfer such
Shares  in any manner which could constitute a violation  of  any
securities or other law, or which would not be in compliance with
such   other  conditions  as  the  Options  Committee  may   deem
appropriate.

14.  No Rights as Stockholder

     No  optionee shall have rights as a stockholder with respect
to  shares  covered by his Option until the date of  exercise  of
such  Option;  and, except as otherwise provided in paragraph  16
hereof, no adjustment for dividends, or otherwise, shall be  made
if  the record date therefore is prior to the date of exercise of
such option.

15.  No Employment Obligation

     The granting of any option shall not impose upon the Company
any  obligation to employ or continue to employ any optionee; and
the  right  of  the  Company to terminate the employment  of  any
officer or other employee shall not be diminished or affected  by
reason of the fact that an Option has been granted to him.

16.  Changes in the Firm's Capital Structure

     The existence of outstanding Options shall not affect in any
way the right of power of the Company or its stockholders to make
or   authorize   any   or   all  adjustment,   recapitalizations,
reorganization,  or  other  changes  in  the  Company's   capital
structure or its business, or any merger or consolidation of  the
Company, or any issue of bonds, debentures or preferred or  prior
preference  stock  senior to or otherwise  affecting  the  Common
Stock or the rights thereof, or the dissolution or liquidation of
the  Company, or any sale or transfer of all or any part  of  its
assets  or  business, or any other corporate act  or  proceeding,
whether of a similar character or otherwise.

     If  the  Company shall effect a subdivision or consolidation
of  shares  or other capital readjustment, or pay a  dividend  in
shares  of  its  Class A or Class B Common Stock,  then  (a)  the
number,  type, and per share price of shares of stock subject  to
outstanding Options hereunder shall be appropriately adjusted  in
such  a  manner  as  to  entitle each optionee  to  receive  upon
exercise of his Option, for the same aggregate consideration, the
same total number and type of shares as he would have received as
a  result  of the event requiring the adjustment had he exercised
his  Option  in  full immediately prior to such event;  provided,
however,  that, if any such adjustment would result in the  right
to  purchase a fractional share, the number of shares subject  to
the  Option will be decreased to the next lower whole number; and
(b)  the  number  and type of shares then reserved  for  issuance
under  the  Plan shall be adjusted by substituting for the  total
number  of  shares of Common Stock then reserved that number  and
type  of  shares  of stock that would have been received  by  the
owner of an equal number of outstanding shares of Common Stock as
the result of the event requiring the adjustment.

     If   the  Company  shall  be  a  party  to  any  merger   or
consolidation  or  effect  any recapitalization  which  causes  a
change  in  the Common Stock which does not effect an  adjustment
under  the  prior  paragraph,  the  Options  Committee,  in   its
discretion,  may, if it considers it to be appropriate  to  carry
out the intent and purpose of the Plan, make such adjustments  in
the  nature or amount of securities subject to the Options or the
Option  price  as it considers appropriate, and such  adjustments
shall be binding and conclusive on all holders of Options.

     Except  as  expressly  provided herein,  the  issue  by  the
Company   of   shares  of  stock  of  any  class,  or  securities
convertible  into  shares of stock of  any  class,  for  cash  or
property,  or for labor or services either upon direct  sale,  or
upon  the  exercise of rights or warrants to subscribe therefore,
or  upon conversion of other securities, shall not affect, and no
adjustment by reason thereof  shall be made with respect to,  the
number  or  price  of  shares of Common  Stock  then  subject  to
outstanding Options.

17.  Amendment or Termination of Plan

     The Board of the Directors of the Company may modify, revise
or  terminate this Plan at any time and from time to time, except
that neither the aggregate number of shares issuable pursuant to
this  Plan nor the minimum option price specified in paragraph  7
of  this  Plan  shall, other than by operation  of  paragraph  16
hereof, be adjusted without the consent of the holders of Class A
and Class B Common Stock having a majority of the voting power.

18.  Written Agreement

     Each Option granted hereunder shall be embodied in a written
option  agreement  which  shall  be  subject  to  the  terms  and
conditions  prescribed above and shall be signed by the  optionee
and by the President or Vice-President of the Company for and  in
the  name and on behalf of the Company.  Such an option agreement
shall  contain such other provisions as the Options Committee  in
its discretion shall deem advisable.

19.  Director and Stockholder Approval: Duration of Plan

     This Plan has been duly adopted by the Board of Directors on
September  26,  1983  and  approved by the  stockholders  of  the
Company  on  January 25, 1984.  Options may not be granted  under
this  Plan  after September 26, 2003.  This Plan shall  terminate
(a)  when the total amount of Common Stock with respect to  which
Options  may be granted shall have been issued upon the  exercise
of  Options, or (b) by action of the Board of Directors  pursuant
to paragraph 17 hereof, whichever shall first occur.



_______________________________
     *  Reflects 1985, 1986 and 1991 stock splits, additional
shares approved at the 1986, 1988, 1989, 1991, 1993 and 1995
stockholders' meetings.