<PAGE>

                                                                    Exhibit 10.1

                   SECOND FORBEARANCE AGREEMENT AND AMENDMENT
                   ------------------------------------------

           This Second Forbearance Agreement and Amendment (the "Agreement") is
entered into as of February 4, 2000 by and among:

     Nutramax Products, Inc. (hereinafter, the "Borrower"), a Delaware
     corporation with its principal executive offices at 9 Blackburn Drive,
     Gloucester, Massachusetts;

     Nutramax Holdings, Inc., Nutramax Holdings II, Inc, Nutramax Ophthalmics
     Inc. (f/k/a Optopics Laboratories Corp.), Fairton Realty Holdings, Inc.,
     Oral Care, Inc., Powers Pharmaceutical Corp., Florence Realty, Inc.,
     Certified Corp., First Aid Products, Inc., Adhesive Coatings, Inc., Elmwood
     Park Realty, Inc. and F.A. Products, L.P. (individually, a "Guarantor" and
     collectively, the "Guarantors");

     BankBoston, N.A., National Bank of Canada, Fleet National Bank, The
     Sumitomo Bank Limited, and Senior Debt Portfolio (hereinafter collectively,
     the "Banks")

     BankBoston, N.A., as Agent for the Banks (hereinafter, in such capacity,
     the "Agent"), having a principal place of business at 100 Federal Street,
     Boston, Massachusetts 02110;

in consideration of the mutual covenants herein contained and benefits to be
derived herefrom.

                                   WITNESSETH:
                                   ----------

1.   Background.  On December 30, 1996, the Agent, certain of the Banks and the
     ----------
     Borrower entered into a Revolving Credit and Term Loan Agreement, pursuant
     to which the Banks established, subject to the terms therein contained,
     revolving credit, letter of credit and term loan facilities in favor of the
     Borrower.  The Revolving Credit and Term Loan Agreement was thereafter
     modified pursuant to the terms of eight amendments thereto (the Revolving
     Credit and Term Loan Agreement as so amended shall hereinafter be referred
     to as the "Loan Agreement").

     The Borrower's Obligations to the Agent and the Banks are secured by
     perfected mortgage and security interests in and to all of the Borrower's
     assets, including, without limitation, all of the Borrower's accounts,
     inventory, equipment, general intangibles, trademarks, patents, and real
     estate, (collectively, the "Collateral").  In addition,

                                       1
<PAGE>

     the Guarantors have unconditionally guarantied the payment and performance
     of the Borrower's Obligations (the "Guaranties") and to secure their
     respective guaranties have granted the Agent for the ratable benefit of the
     Banks perfected mortgage and security interests in and to all of their
     assets, including, without limitation, all of their accounts, inventory,
     equipment, general intangibles, trademarks, patents, and real estate (the
     "Guarantors' Collateral").

     Various Events of Default have arisen under the Loan Agreement.  On
     December 1, 1999, the Borrower, the Guarantors, the Agent and the Banks
     entered into a Forbearance Agreement and Amendment, pursuant to which the
     Agent and the Banks agreed, subject to the terms thereof, to forbear from
     exercising their rights and remedies upon default through February 5, 2000.
     The Borrower and the Guarantors have failed to comply with the terms of the
     Forbearance Agreement and Amendment and the Borrower and the Guarantors
     have requested that, notwithstanding their defaults thereunder, the Agent
     and the Banks continue to forbear from exercising their rights and remedies
     upon default and enter into a new forbearance agreement on the terms set
     forth herein.

2.   Definitions.
     -----------

     a.   All capitalized terms used herein and not otherwise defined shall have
          the same meaning herein as in the Loan Agreement.

     b.   "Collection Percentage": For any Bank, a fraction, the numerator of
           ---------------------
          which is the said Bank's Deemed Commitment and the denominator of
          which is the aggregate of all Deemed Commitments of all Banks.

     c.   "Deemed Commitment": As of any date, the then aggregate Commitments of
           -----------------
          each Bank, plus the following amounts for the following Banks:

          -------------------------------------------------------------------
          Bank                                              Additional Amount
          -------------------------------------------------------------------
          BankBoston, N.A.                                      $1,396,531.00
          -------------------------------------------------------------------
          Fleet National Bank                                   $1,039,724.00
          -------------------------------------------------------------------
          The Sumitomo Bank Limited                             $  644,013.00
          -------------------------------------------------------------------

                                       2
<PAGE>

          -------------------------------------------------------------------
          National Bank of Canada                               $  919,732.00
          -------------------------------------------------------------------
          Senior Debt Portfolio                                             0
          -------------------------------------------------------------------

     d.   "Excess Revolving Loans" means, at any time of calculation,
          outstanding Revolving Loans plus the aggregate Stated Amount of
          Letters of Credit (other than the Stock Purchase and IRB Letters of
          Credit) outstanding at such time, plus the aggregate amount of any
          unreimbursed draws under outstanding Letters of Credit to the extent
          in excess of $19,000,000.00.

     e.   "Existing Defaults" means those Events of Defaults existing as of the
          date hereof and described on Schedule 1 hereto.
                                       ----------

     f.   "Overadvance" shall mean a sum up to, but not to exceed, $3,000,000.00
          unless and until all of the Banks otherwise agree to increase such
          amount, in which event the Overadvance may be increased as agreed by
          the Banks but in no event in excess of $4,000,000.00. To the extent
          this definition conflicts with the first paragraph of (S)2.20 of the
          Loan Agreement, the provisions of this definition shall control.

     g.   "Revolving Loan Ceiling" means $21,250,000.00 unless and until all of
          the Banks otherwise agree to increase such amount, in which event the
          Revolving Loan Ceiling may be increased as agreed by the Banks but in
          no event in excess of $23,000,000.00.


3.   Outstanding Obligations.
     -----------------------

     a.   The Borrower and the Guarantors each acknowledge and agree that, as of
          February 2, 2000, they are jointly and severally obligated to the
          Agent and the Banks as follows:

                                Revolving Loans

          Principal:                                       $17,286,449.42

                                       3
<PAGE>

          Interest:                                        $   634,525.80

                                   Term Loan A

          Principal:                                       $20,615,713.49
          Interest:                                        $   684,100.17

                                   Term Loan B

          Principal:                                       $25,698,919.04
          Interest:                                        $   931,895.89

     b.   In addition, the Borrower acknowledges and agrees that the Borrower is
          obligated to the Agent and the Banks for the IRB Letters of Credit,
          other Letters of Credit, and any amounts due under the LC
          Reimbursement Agreements relating thereto, for Agent's Fees,
          Commitment Fees, interest, Letter of Credit fees. together with costs
          and expenses, including, without limitation, attorneys' fees,
          appraisal fees, and commercial finance examination fees, all whether
          accrued or now due or hereafter accruing or becoming due.

     c.   The Borrower and the Guarantors each further acknowledge and agree
          that, as of the date hereof, they do not have any offsets, defenses,
          or counterclaims against the Agent or the Banks with respect to the
          Loan Agreement, the Guaranties, any other Loan Documents, or
          otherwise, and to the extent that any such offsets, defenses or
          counterclaims may exist, the Borrower and each Guarantor hereby WAIVES
                                                                          ------
          and RELEASES same.  The Borrower and each Guarantor shall execute and
              --------
          deliver to the Agent and each Bank such releases as the Agent or any
          Bank may request to confirm the foregoing.

     d.   The Borrower and each Guarantor hereby ratifies and confirms that the
          Obligations (as modified hereby) are secured by the Collateral and the
          Guarantor Collateral.

                                       4
<PAGE>

4.   Forbearance By Agent and the Banks.  The Agent and the Banks will each
     ----------------------------------
     forbear from terminating the Commitments, accelerating the time for payment
     of the Obligations, and foreclosing upon the Collateral and the Guarantor
     Collateral until the earlier of (i) April 30, 2000, or (ii) at the election
     of the Majority Banks, until the occurrence of a Termination Event (as
     defined herein) (the period commencing on the date hereof and ending on the
     earlier of (i) or (ii) above shall hereinafter be referred to as the
     "Forbearance Period").  Nothing contained herein shall limit any other
     rights of the Agent and the Banks upon default, including, without
     limitation, the right to impose the default rate of interest.

5.   Terms of Extended Forbearance.  The Agent's and the Banks' consent to the
     -----------------------------
     Forbearance Period is subject to the following terms and conditions:

     a.   Revolving Loans; Letters of Credit.  The provisions of (S)(S) 2.1(a),
          ----------------------------------
          2.18(d) and 6.16 of the Loan Agreement are hereby amended to provide
          that the maximum aggregate principal amount of all Revolving Loans
          outstanding (after giving effect to the amounts requested), plus the
          aggregate Stated Amount of Letters of Credit (other than the Stock
          Purchase and IRB Letters of Credit) outstanding at such time, plus the
          aggregate amount of any unreimbursed draws under outstanding Letters
          of Credit, shall not at any time exceed the least of (A) the aggregate
          amount of the Revolving Credit Commitments of all of the Banks, or (B)
          the sum of the Borrowing Base and the Overadvance, or (C) the
          Revolving Loan Ceiling.

     b.   Interest; Letter of Credit Fees. The Loan Agreement is hereby amended
          -------------------------------
          to provide that from and after the date hereof interest shall accrue
          on Revolving Loans, Term Loan A and Term Loan B at the aggregate of
          the Base Rate plus 3.75% per annum and Letter of Credit fees shall
          accrue at the rate of 3.75% per annum.

     c.   Loan Payments.  The Borrower shall continue to maintain the lockbox
          -------------
          and Cash Management Agreements with the Agent.  All amounts received
          in the lockbox shall continue to be applied to the Revolving Loans in
          accordance with current practices of the parties.  In addition, the
          Borrower shall make mandatory prepayments of the Loans at the times
          and in the manner set forth in Section 2.13(f) of the Loan Agreement.
          In that

                                       5
<PAGE>

          regard, the provisions of (S)2.13(f) of the Loan Agreement are hereby
          amended to provide that, prior to the occurrence of a Termination
          Event pursuant to which the Forbearance Period is terminated, the Net
          Proceeds from each such event shall be applied as follows:

               FIRST, an amount equal to the greater of (i) the then outstanding
               Overadvance, or (ii) the Excess Revolving Loans shall be applied
               to the principal of the Revolving Loans.  Any amounts applied to
               the principal of the Revolving Loans shall permanently reduce the
               Revolving Credit Commitments by a like amount.

               SECOND, an amount equal to the accrued and unpaid interest on the
                greater of (i) the then outstanding Overadvance, or (ii) the
               Excess Revolving Loans shall be paid to the Banks participating
               therein.

               THIRD, the balance of the Net Proceeds shall be paid to the Banks
               (based upon the Collection Percentages of each Bank).  The amount
               of Net Proceeds allocated to any Bank having a commitment in more
               than one of the facilities provided under the Loan Documents
               (i.e. a Revolving Credit Commitment, a Term Loan A Commitment, a
               Term Loan B Commitment, a Stock Purchase LC Commitment, or an IRB
               LC Commitment) shall be applied to the outstanding Obligations of
               such Bank, and reduce the applicable commitments of such Bank, in
               such proportions and manner as the Agent in its discretion
               determines.  Without limiting the foregoing, any amounts applied
               to the Revolving Loans shall permanently reduce the Revolving
               Credit Commitments by a like amount.  Any amounts applied to the
               Term Loans shall be applied in inverse order of maturity.

          All other payments of principal, interest, Commitment Fees, Letter of
          Credit Fees and Agent's Fees shall be deferred and shall be paid at
          the end of the Forbearance Period.

     d.   Reporting Requirements.  In addition to any other information required
          ----------------------
          to be furnished by the Borrower to the Agent or any Bank, the Borrower
          shall furnish the Agent with the following:

                                       6
<PAGE>

          i.   Weekly, on Tuesday of each week as of the immediately preceding
               Friday, a Borrowing Base Report signed by the chief financial
               officer of the Borrower in the form and containing the
               information set forth in (S)5.1(c) of the Loan Agreement,
               provided that the inventory designation included as a part
               thereof shall be required to be updated only as of the last day
               of each month. In any event, the Borrowing Base Report shall
               incorporate the adjustments to the Borrower's Inventory and
               Accounts recommended by Arthur Anderson and previously furnished
               to the Banks.

          ii.  Weekly, on Tuesday of each week, (A) an accounts receivable
               aging, and (B) a variance report reflecting deviations from the
               Six Month Plan (defined below) for the subject month and year to
               date.

          iii  Monthly, on or before the seventh day of each month commencing
               March 7, 2000, pro forma financial statements (including the
               reports and information set forth in the Six Month Plan) for the
               subsequent six month period .

          iv.  Monthly, on or before the twentieth day of each month, a
               Consolidated balance sheet as of the end of, and a related
               Consolidated statement of income for the portion of the fiscal
               year then ended and for the immediately preceding fiscal month,
               prepared in accordance with GAAP (but subject to normal year end
               adjustments which shall not be material in amount) and excluding
               footnotes, accompanied by a signed statement, commencing with the
               financial statements to be delivered on March 20, 2000, that the
               statements are a fair representation of the results of operation
               based upon the financial records and information available to the
               chief financial officer of the Borrower at that time.

          v.   On or before March 15, 2000, the audited balance sheet of the
               Borrower and its Subsidiaries as of September 30, 1999, certified
               by Arthur Andersen, LLP.

          vi.  On or before April 20, 2000, updated projected

                                       7
<PAGE>

               financial statements for the fiscal year ending September, 2000,
               including, without limitation, a balance sheet, an income
               statement, and a statement of cash flow, each prepared on a
               monthly basis, together with the assumptions upon which the
               financial statements were prepared.

     e.   Subordinated Indebtedness.  Contemporaneously with the execution
          -------------------------
          hereof, the Borrower shall cause to be delivered to the Agent an
          agreement with ING pursuant to which ING consents to the terms of this
          Agreement, defers payment of all amounts due or to become due on
          account of the ING Subordinated Debt from October 15, 1999 through May
          15, 2000 and modifies such other terms of the ING Subordinated
          Agreement and ING Subordinated Note as the Agent and the Banks may
          reasonably require.

     f.   Chief Executive Officer.  On or before February 29, 2000, the Borrower
          -----------------------
          and the Guarantors shall engage a chief executive officer, reasonably
          acceptable to the Agent and the Majority Banks.

     g.   Financial Performance Covenants.
          -------------------------------

          i.   During the Forbearance Period only, the provisions of (S) 5,7 and
               (S)(S)6.7 through and including 6.9 of the Loan Agreement shall
               be inapplicable for purposes of determining whether a Termination
               Event has occurred.  Nothing contained herein, however, shall be
               deemed to constitute a waiver of any Events of Default now
               existing or hereafter arising under those sections of the Loan
               Agreement.

          ii.  During the Forbearance Period, the Borrower shall not permit the
               consolidated net sales of the Borrower and its Subsidiaries,
               calculated on a cumulative basis from January 1, 2000, to be less
               than the following amounts for the following periods:


               --------------------------------------
               Month Ending      Cumulative net sales
               --------------------------------------
               January, 2000           $ 8,226,000.00
               --------------------------------------
               February, 2000          $16,452,000.00
               --------------------------------------

                                       8
<PAGE>

               --------------------------------------
               March, 2000             $26,735,000.00
               --------------------------------------
               April, 2000             $34,776,000.00
               --------------------------------------

          iii  During the Forbearance Period, the Borrower shall not permit its
               EBITDA (exclusive of forbearance fees, appraisal fees, and the
               fees and expenses of the Banks' consultants and counsel),
               calculated on a cumulative basis from January 1, 2000, to be less
               than the following amounts for the following periods:

               -----------------------------------
               Month Ending      Cumulative EBITDA
               -----------------------------------
               January, 2000         $  833,000.00
               -----------------------------------
               February, 2000        $1,667,000.00
               -----------------------------------
               March, 2000           $2,709,000.00
               -----------------------------------
               April, 2000           $3,431,000.00
               -----------------------------------

          iv.  During the Forbearance Period, the Borrower and its Subsidiaries
               shall operate their business in accordance with, and achieve the
               results projected in, the cash flow with detail furnished the
               Agent and the Banks dated January 4, 2000, a copy of which is
               annexed hereto (the "Six Month Plan"). In that regard, the
               Borrower shall not permit any Unacceptable Deviation by more than
               ten percent (10%) on a cumulative basis at the end of any week,
               beginning with the week ending January 8, 2000. As used herein,
               an "Unacceptable Deviation" shall mean any variance from any of
               the following line items in the Six Month Plan as a result of
               either cash receipts being less than projected or cash
               disbursements being greater than projected: "Collections";
               "Payroll"; "CapX"; or "Restructuring Expense" (each on an
               individual basis) or "Supplier Disbursements" and "Other" on a
               cumulative basis.

     h.   Compliance with Loan Documents.  During the Forbearance Period, except
          ------------------------------
          as otherwise specifically provided herein, the Borrower and each
          Guarantor shall continue

                                       9
<PAGE>

          to comply with all of the other terms and conditions of the Loan
          Agreement and other Loan Documents, as modified hereby.

     i.   Banks Consultant.  The Borrower shall cooperate with Policano & Manzo,
          ----------------
          LLP (the "Banks Consultant"), who have been engaged as consultants to
          the Agent and the Banks to review and advise the Agent and the Banks
          with respect to the Borrower's business, results of operation,
          financial condition, the Collateral and such other matters as the
          Agent and the Banks may request. The Borrower shall furnish such
          consultants with such information at such times as the consultants may
          reasonably request.  All reasonable costs and expenses of the
          consultant shall be borne by the Borrower and shall be paid on demand.

     j.   Reimbursement of Expenses.  Upon the execution hereof, the Borrower
          -------------------------
          shall pay all reasonable costs and expenses, including, without
          limitation, attorneys' fees, appraisal fees, Banks Consultant fees and
          commercial finance examination fees, which have been incurred by the
          Agent or any Bank in connection with its relationship with the
          Borrower and the Guarantors. Without limiting the foregoing, upon the
          execution hereof, the Borrower authorizes and directs the Agent and
          the Banks to make a Revolving Loan in the sum of $100,000.00 to
          reimburse the Agent and the Banks for the retainers required to be
          furnished by the Agent and the Banks to (A) the Banks Consultant, in
          the sum of $50,000.00, and (B) Riemer & Braunstein, LLP (the
          "Attorneys"), in the sum of $50,000.00. The Borrower shall reimburse
          the Agent and the Banks for all such reasonable costs and expenses
          hereafter incurred by the Agent and the Banks promptly upon the
          Borrower's receipt of an invoice therefor, without regard to the
          retainers then held by the Banks Consultant and the Attorneys.

6.   Conditions to Effectiveness. This Agreement and the Agent's and the Banks'
     ---------------------------
     forbearance hereunder shall not be effective until each of the following
     conditions precedent have been fulfilled to the satisfaction of the Agent
     and the Banks:

     a.   This Agreement shall have been duly executed and delivered by the
          respective parties hereto and, shall be in full force and effect and
          shall be in form and substance satisfactory to each of the Banks.


                                      10
<PAGE>

     b.   All action on the part of the Borrower and each Guarantor necessary
          for the valid execution, delivery and performance by the Borrower and
          each Guarantor of this Agreement shall have been duly and effectively
          taken and evidence thereof satisfactory to the Banks shall have been
          provided to each of the Banks.

     c.   The Borrower shall have paid to the Agent and Banks all fees, expenses
          and other amounts then due and owing pursuant to this Agreement.

     d.   The Agent shall have received the agreement from ING described in
          (S)5(e) hereof.

     e.   Except for the Existing Defaults, no Default or Event of Default (and
          after taking into account the provisions of Paragraph 5(g)(i) hereof)
          shall have occurred and be continuing.

     f.   The Borrower and the Guarantors shall have provided such additional
          instruments and documents to the Agent and the Banks as the Agent and
          the Agent's counsel may have reasonably requested.

7.   Termination Events.  The occurrence of any of the following events shall
     ------------------
     constitute a "Termination Event" within the meaning of this Agreement:

     a.   The failure by the Borrower or any Guarantor to satisfy all of the
          terms and conditions of this Agreement as and when due.

     b.   The occurrence of any Event of Default (other than Existing Defaults
          and after taking into account the provisions of Paragraph 5(g)(i)
          hereof).

     c.   There shall occur any material adverse change in the business,
          financial condition, assets or operations of the Borrower and its
          Subsidiaries, taken as a whole, after the date hereof, as determined
          by the Agent and the Banks acting in good faith and in a commercially
          reasonable manner.

     The occurrence of a Termination Event shall also constitute an immediate
Event of Default under the Loan Agreement, without additional notice or grace.
Upon the occurrence of a Termination Event, the Majority Banks may, at their
option, terminate the

                                       11
<PAGE>

Forbearance Period and may exercise any or all of their rights and remedies on
default to which the Agent or any Bank is, or to which the Agent or any Bank
would be entitled against the Borrower or any Guarantor. Without limiting the
foregoing, at the election of the Majority Banks, (a) the Commitments may be
terminated and the Banks shall be relieved of all obligations to make Loans and
of all further obligations to cause Letters of Credit to be issued, and (b) the
Agent and the Banks may exercise all rights and remedies against the Collateral
and the Guarantors' Collateral, provided that the foregoing shall not be deemed
                                -------------
to modify the automatic termination of the Commitments and acceleration of the
Obligations upon the occurrence of an Event of Default under (S)(S)7.1(g) and
(h) of the Loan Agreement. Any notice required by this provision shall be given
in accordance with Section 9.1 of the Loan Agreement and such notice shall be
deemed received as provided for in said provision.

     Notwithstanding anything to the contrary contained in the Credit Agreement
or any other Loan Document, any amounts received from or on behalf of the
Borrower or Guarantors (including from any realization upon any Collateral or
Guarantor Collateral) after the occurrence of a Termination Event under the
Second Forbearance pursuant to which the Forbearance Period is terminated shall
be first applied to the payment of any costs and expenses of the Agent, and to
the extent provided in the Loan Documents, the Banks and thereafter shall be
paid as follows:

        FIRST:  To each Bank participating in the Overadvance and the Excess
                Revolving Loans, an amount equal to the greater of (i) the then
                outstanding Overadvance, or (ii) the Excess Revolving Loans for
                application to the principal of the Revolving Loans (including
                the outstanding Overadvance and Letters of Credit), to the
                extent of their respective Revolving Credit Commitment
                Percentages.

        SECOND: To each Bank participating in the Overadvance and the Excess
                Revolving Loans, an amount equal to the accrued and unpaid
                interest on the greater of (i) the then outstanding Overadvance,
                or (ii) the Excess Revolving Loans, to the extent of their
                respective Revolving Credit Commitment Percentages.

        THIRD:  To the Banks, pro rata based upon their respective Collection
                Percentages until all Obligations have been paid in full.

                                       12
<PAGE>

8.   General.
     -------

     a.   This Agreement shall be binding upon the Borrower and the Guarantors
          and their respective successors and assigns and shall enure to the
          benefit of the Agent, the Banks, and their respective successors and
          assigns.

     b.   Any determination that any provision of this Agreement or any
          application thereof is invalid, illegal, or unenforceable in any
          respect in any instance shall not affect the validity, legality, or
          enforceability of such provision in any other instance, or the
          validity, legality, or enforceability of any other provision of this
          Agreement.

     c.   No delay or omission by the Agent or any Bank in exercising or
          enforcing any of its rights and remedies shall operate as, or
          constitute, a waiver thereof. No waiver by the Agent or any Bank of
          any of its rights and remedies on any one occasion shall be deemed a
          waiver on any subsequent occasion, nor shall it be deemed a continuing
          waiver.

     d.   This Agreement and all other documents, instruments, and agreements
          executed in connection herewith incorporate all discussions and
          negotiations among the Borrower, the Guarantors, the Agent and the
          Banks, either express or implied, concerning the matters included
          herein and in such other instruments, any custom, usage, or course of
          dealings to the contrary notwithstanding. No such discussions,
          negotiations, custom, usage, or course of dealings shall limit,
          modify, or otherwise affect the provisions hereof.  No modification,
          amendment, or waiver of any provision of this Agreement or of any
          provision of any other agreement between the Borrower, the Guarantors,
          the Agent or any Bank shall be effective unless executed in writing by
          the party to be charged with such modification, amendment and waiver.

     e.   Except as modified hereby, all terms and conditions of the Loan
          Agreement and the other Loan Documents remain in full force and
          effect. This Agreement does not constitute an amendment or remaking of
          such documents and agreements but is, instead, an agreement by the
          Agent and the Banks, as long as certain conditions are

                                       13
<PAGE>

          met, to forbear from the exercise of certain rights to which the Agent
          and the Banks otherwise would be entitled thereunder, provided that in
          the event of an inconsistency between this Agreement and the December
          1, 1999 Forbearance Agreement and Amendment, the terms of this
          Agreement shall control. The Agent and the Banks are not hereby
          waiving any Existing Default or rights and remedies which exist and
          the Agent and the Banks reserve the right upon expiration of the
          Forbearance Period to undertake such action as a result of such
          Defaults and Events of Default as the Agent or the Banks may
          determine.

     f.   This Second Forbearance Agreement and Amendment shall be deemed to
          constitute a "Loan Document" for all purposes under the Loan
          Agreement.

     g.   This Agreement and all rights and obligations here under, including
          matters of construction, validity, and performance, shall be governed
          by the laws of The Commonwealth of Massachusetts.  The Borrower and
          each Guarantor submits to the jurisdiction of the Courts of said
          Commonwealth for all purposes with respect to this Agreement and the
          Borrower's and the Guarantors' relationship with the Agent and the
          Banks.

     h.   The Borrower makes the following waiver knowingly, voluntarily, and
          intentionally, and understands that the Agent and the Banks, in
          entering into this Forbearance Agreement, is relying thereon. THE
          BORROWER AND EACH GUARANTOR, TO THE EXTENT OTHERWISE ENTITLED THERETO,
          HEREBY IRREVOCABLY WAIVES ANY PRESENT OR FUTURE RIGHT OF THE BORROWER
                             ------
          OR ANY SUCH GUARANTOR TO A JURY IN ANY TRIAL OF ANY CASE OR
          CONTROVERSY IN WHICH THE AGENT OR ANY BANK IS OR BECOMES A PARTY
          (WHETHER SUCH CASE OR CONTROVERSY IS INITIATED BY OR AGAINST THE AGENT
          OR ANY BANK OR IN WHICH THE AGENT OR ANY BANK IS JOINED AS A PARTY
          LITIGANT), WHICH CASE OR CONTROVERSY ARISES OUT OF, OR IS IN RESPECT
          OF, ANY RELATIONSHIP BETWEEN THE BORROWER, ANY GUARANTOR OR ANY SUCH
          PERSON AND THE AGENT OR ANY BANK.

     i.   The Borrower and each Guarantor shall execute such instruments and
          documents as the Agent and the Banks may from time to time request in
          connection with the Loan Agreement and the other Loan Documents, this
          Agreement and the arrangements contemplated hereby.

                                       14
<PAGE>

     It is intended that this Agreement take effect as a sealed instrument.


NUTRAMAX PRODUCTS, INC.

By /s/ David J. Radeke
   ---------------------------

Print Name: David J. Radeke
           -------------------
Title: Executive VP and COO
      -------------------------

NUTRAMAX HOLDINGS, INC.

By /s/ David J. Radeke
   ---------------------------

Print Name: David J. Radeke
           -------------------

Title: Executive VP and COO
      -------------------------


NUTRAMAX HOLDINGS II, INC.

By /s/ David J. Radeke
   ---------------------------

Print Name: David J. Radeke
           -------------------

Title: Executive VP and COO
      -------------------------


NUTRAMAX OPHTHALMICS INC.
(f/k/a OPTOPICS LABORATORIES CORP.)

By /s/ David J. Radeke
   ---------------------------

Print Name: David J. Radeke
           -------------------

Title: Executive VP and COO
      -------------------------

                                       15
<PAGE>

FAIRTON REALTY HOLDINGS, INC.

By /s/ David J. Radeke
   ---------------------------

Print Name: David J. Radeke
           -------------------

Title: Executive VP and COO
      -------------------------


ORAL CARE, INC.

By /s/ David J. Radeke
   ---------------------------

Print Name: David J. Radeke
           -------------------

Title: Executive VP and COO
      -------------------------


POWERS PHARMACEUTICAL CORP.

By /s/ David J. Radeke
   ---------------------------

Print Name: David J. Radeke
           -------------------

Title: Executive VP and COO
      -------------------------


FLORENCE REALTY, INC.

By /s/ David J. Radeke
   ---------------------------

Print Name: David J. Radeke
           -------------------

Title: Executive VP and COO
      -------------------------


CERTIFIED CORP.

By /s/ David J. Radeke
   ---------------------------

Print Name: David J. Radeke
           -------------------

Title: Executive VP and COO
      -------------------------

                                       16
<PAGE>

FIRST AID PRODUCTS, INC.

By /s/ David J. Radeke
   ---------------------------------------------

Print Name: David J. Radeke
           -------------------------------------

Title: Executive VP and COO
      ------------------------------------------


ADHESIVE COATINGS, INC.

By /s/ David J. Radeke
   ---------------------------------------------

Print Name: David J. Radeke
           -------------------------------------

Title: Executive VP and COO
      ------------------------------------------


ELMWOOD PARK REALTY, INC.

By /s/ David J. Radeke
   ---------------------------------------------

Print Name: David J. Radeke
           -------------------------------------

Title: Executive VP and COO
      ------------------------------------------


F.A. PRODUCTS, L.P.

By /s/ David J. Radeke
   ---------------------------------------------

By First Aid Products, Inc., its General Partner
   ---------------------------------------------

Print Name: David J. Radeke
           -------------------------------------

Title: Executive VP and COO
      ------------------------------------------


                                       17
<PAGE>
AGREED AND ACCEPTED BY

BANKBOSTON, N.A.

By: /s/ Robert J. Riley
   ---------------------------------

Print Name: Robert J. Riley
           -------------------------

Title: Authorized Signer
      ------------------------------

NATIONAL BANK OF CANADA

By: /s/ LoriAnn Curnyn
   ---------------------------------

Print Name: LoriAnn Curnyn
           -------------------------

Title: Group Vice President
      ------------------------------

By: /s/ Robert J. Gauch, Jr.
   ---------------------------------

Print Name: Robert J. Gauch, Jr.
           -------------------------

Title: Vice President
      ------------------------------


FLEET NATIONAL BANK


By: /s/ Robert J. Riley
   ---------------------------------

Print Name: Robert J. Riley
           -------------------------

Title: Vice President
      ------------------------------


THE SUMITOMO BANK LIMITED


By: /s/ Suresh S. Tata
   ---------------------------------

Print Name: Suresh S. Tata
           -------------------------

Title: Senior Vice President
      ------------------------------

                                       18
<PAGE>

SENIOR DEBT PORTFOLIO

By: /s/ Scott H. Page
   ---------------------------

Print Name:  Scott H. Page
           -------------------
Title:  Vice President
      ------------------------

BANKBOSTON, N.A., AS AGENT

By: /s/ Robert J. Riley
   ---------------------------

Print Name: Robert J. Riley
           -------------------

Title: Authorized Signer
      ------------------------

By: /s/ Michael O' Neill
   ---------------------------

Print Name: Michael O' Neill
           --------------------

Title: Authorized Signer
      ------------------------

---------------
* Illegible

                                       19