BRADLEY PHARMACEUTICALS, INC.

                          1990 STOCK OPTION PLAN, AS AMENDED


                    1.   Purpose.  The purpose of the 1990 Stock Option
          Plan of BRADLEY PHARMACEUTICALS, INC. is to provide incentive to
          employees of the Corporation, as defined below, to encourage
          employee proprietary interest in the Corporation, to encourage
          employees to remain in the employ of the Corporation, and to
          attract to the Corporation individuals of experience and ability.

                    2.   Definitions.

                         (a)  "Board" shall mean the Board of Directors of
          the Company.

                         (b)  "Code" shall mean the Internal Revenue Code
          of 1986, as amended.

                         (c)  "Committee" shall mean the Committee
          appointed by the Board in accordance with Section 4 of the Plan.

                         (d)  "Common Stock" shall mean the no par value
          Class A Common Stock of the Company.

                         (e)  "Company" shall mean Bradley Pharmaceuticals,
          Inc., a New Jersey corporation.

                         (f)  "Corporation" shall mean and include the
          Company and any parent or subsidiary corporation thereof, within
          the meaning of Section 425 of the Code.

                         (g)  "Disability" shall mean the condition of an
          Employee who is unable to engage in any substantial gainful
          activity by reason of any medically determinable physical or
          mental impairment which can be expected to result in death or
          which has lasted or can be expected to result in death or which
          has lasted or can be expected to last for a continuous period of
          not less than twelve (12) months, all within the meaning of
          Section 22(e)(3) of the Code.

                         (h)  "Employee" shall mean any individual
          (including an officer or a director) who is an employee of the
          Corporation (within the meaning of Section 422A(a)(2) of the Code
          and the regulations thereunder).

                         (i)  "Exercise Price" shall mean the price per
          Share of Common Stock, determined by the Board or Committee, as
          which an Option may be exercised.

                         (j)  "Fair Market Value" of a Share of Common
          Stock as of a specified date shall mean the closing price of a
          Share on the principal securities exchange on which such Shares
          are traded on the day immediately preceding the date as of which
          Fair Market Value is being determined, or on the next preceding
          date on which such Shares are traded if no Shares were traded on
          such immediately preceding day, or if the Shares are not traded
          on a securities exchange, Fair Market Value shall be deemed to be
          the average of the high bid and low asked prices of the Shares in
          the over-the-counter market on the day immediately preceding the
          date as of which Fair Market Value is being determined or on the
          next preceding date on which such high bid and low asked prices
          were recorded.  If the Shares are not publicly traded, Fair
          Market Value shall be determined by the Board or Committee.  If
          no cash shall Fair Market Value be less than the par value of a
          Share of Common Stock, and in no event shall Fair Market Value be
          determined with regard to restrictions other than restrictions
          which, by their terms, will never lapse.

                         (k)  "Incentive Stock Option" shall mean an Option
          described in Code Section 422A(b).

                         (l)  "Nonstatutory Stock Option" shall mean an
          Option which is not an Incentive Stock Option.

                         (m)  "Option" shall mean a stock option granted
          pursuant to the Plan.

                         (n)  "Optionee" shall mean a person to whom an
          Option has been granted.

                         (o)  "Plan" shall mean this Bradley
          Pharmaceuticals, Inc., 1990 Stock Option Plan.

                         (p)  "Purchase Price" shall mean the Exercise
          Price times the number of whole Shares with respect to which an
          Option is exercised.

                         (q)  "Share" shall mean one share of Common Stock.

                         (r)  "Ten Percent Shareholder" shall mean any
          Employee who, at the time of the grant of an Option, owns (or is
          deemed to own, under Section 422A(b)(6) and 425(d) of the Code)
          more than ten percent of the total combined voting power of all
          classes of outstanding stock of the Corporation.

                    3.   Effective Date.  This Plan was approved by the
          Board on January 31, 1990, which date shall be the effective date
          of the Plan assuming that the Plan is approved by the
          shareholders of the Company within twelve months thereafter.

                    4.   Administration.  The Plan shall be administered by
          the Board or a Committee appointed by the Board consisting of not
          less than two members.  The Board may from time to time remove
          members from, or add members to, the Committee.  Vacancies on the
          Committee, however caused, shall be filled by the Board.  The
          Board or Committee shall from time to time at its discretion make
          determinations with respect to the persons who shall be granted
          Options, the number of Shares to be optioned to each, the
          designation of such Options as Incentive Stock Options or
          Nonstatutory Stock Options, and the exercise price thereof.  All
          such determinations an the interpretation and construction by the
          Board or the Committee of any Option granted thereunder shall be
          binding and conclusive on all Optionees and of their legal
          representatives and beneficiaries.

                    5.   Eligibility.  Any Employee may be granted
          Incentive Stock Options under the Plan and any Employee or
          officer, director or consultant of the Corporation may be granted
          Non-Statutory Stock Options under the Plan if, in each instance,
          the Board or Committee determines that such person performs
          services of special importance to the management, operation and
          development of the business of the Corporation.

                    6.   Stock.  The stock subject to Options granted under
          the Plan shall be Shares of authorized but unissued or reacquired
          Class A Common Stock.  The aggregate number of Shares which may
          be issued under Options exercised under this Plan shall not
          exceed 1,500,000.  The number of Shares subject to Options
          outstanding under the Plan at any time may not exceed the number
          of Shares remaining available for issuance under the Plan.  In
          the event that any Option outstanding under the Plan expires for
          any reason or is terminated, the Shares allocable to the
          unexercised portion of such Option may again be subjected to an
          Option under the Plan.

                         The limitations established by this Section 6
          shall be subject to adjustment upon the occurrence of the events
          specified and in the manner provided in Section 10 hereof.

                    7.   Terms and Conditions of Options.  Options granted
          pursuant to the Plan shall be evidenced by written agreements in
          such form as the Board or the Committee shall from time to time
          determine, which agreements shall comply with and be subject to
          the following terms and conditions:

                         (a)  Date of Grant.  Each Option shall specify its
          effective date (the "date of grant"),which shall be the date of
          the action by the Board or Committee relating to the grant of the
          Option or nor more than ten days after such date.

                         (b)  Number of Shares.  Each Option shall state
          the number of Shares to which it pertains and shall provide for
          the adjustment thereof in accordance with the provisions of
          Section 10 hereof.

                         (c)  Exercise Price.  Each Option shall state the
          Exercise Price, which price shall be determined by the Board or
          Committee, provided, however, that the Exercise Price (i) in the
          case of an Incentive Stock Option granted to an Employee who is
          not a Ten Percent Shareholder, shall not be less than the par
          value nor less than the Fair Market Value of the Shares to which
          the Option relates on the date of grant, (ii) in the case of an
          Incentive Stock Option granted to an Employee who is a Ten
          Percent Shareholder, shall not be less than the par value nor
          less than 110% of the Fair Market Value of the Shares to which
          the Option relates on the date of grant, and (iii) in the case of
          a Nonstatutory Stock Option granted to any Employee or officer or
          director of the Corporation, shall not be less than the par value
          of the Shares to which the Option relates.  The Exercise Price of
          an Option shall be subject to adjustment in accordance with
          Section 10 hereof.

                         (d)  Exercise of Options and Medium and Time of
          Payment.  To exercise an Option,the Optionee shall give written
          notice to the Company specifying the number of Shares to be
          purchased and accompanied by payment in cash or by certified
          check of the full Purchase Price therefor and any withholding tax
          obligation of the Corporation as provided in Section 15(a)
          hereof.  No Share shall be issued until full payment therefor has
          been made.

                         (e)  Term and Exercise of Options;
          Nontransferability of Options.  Subject to Section 10 hereof,
          Options may be exercised as determined by the Board or Committee
          and as stated in the written agreement evidencing the Option,
          provided, however, that no Incentive Stock Option granted to an
          Employee who is not a Ten Percent Shareholder shall be
          exercisable after the expiration of ten (10) years from its date
          of grant, and no Incentive Stock Option granted to an Employee
          who is a Ten Percent Shareholder shall be exercisable after the
          expiration of five (5) years from its date of grant.  During the
          lifetime of the Optionee, the Option shall be exercisable only by
          the Optionee and shall not be assignable or transferable.  In the
          event of the Optionee's death, no Option shall be transferable by
          the Optionee otherwise than by will or by the laws of descent and
          distribution.

                         (f)  Termination of Employment. In the event that
          an Optionee shall cease to be employed by the Corporation for any
          reason, such Optionee (or the heirs or legatees of such Optionee,
          if applicable) shall have the right, subject to the restrictions
          of Subsection (e) hereof, to exercise the Option at any time
          within three (3) months after such termination of employment
          (twelve (12) months if the termination was due to the death or
          Disability of the Optionee or, in the case of a Nonstatutory
          Stock Option, retirement) to the extent that, on the day
          preceding the date of termination of employment, the Optionee's
          right to exercise such Option had accrued pursuant to the terms
          of the option agreement pursuant to which such Option was
          granted, had not previously been exercised or expired.

                    For this purpose, the employment relationship will be
          treated as continuing intact while the Optionee is on military
          leave, sick leave or other bona fide leave of absence (to be
          determined in the sole discretion of the Board and, in the case
          of an Optionee who has received an Incentive Stock Option, only
          to the extent permitted under Section 422A of the Code and the
          regulations promulgated thereunder).  Moreover, in the case of an
          Optionee who has been granted an Incentive Stock Option,
          employment shall, in no event, be deemed to continue beyond the
          ninetieth (90th) day after the Optionee ceased active employment,
          unless the Optionee's reemployment rights are guaranteed by
          statute or by contract.

                         (g)  Rights as a Shareholder.  An Optionee or a
          transferee of a deceased Optionee shall have no rights as a
          shareholder with respect to any Shares covered by his or her
          Option until the date of the issuance of a stock certificate for
          such Shares.  No adjustment shall be made for dividends (ordinary
          or extraordinary, whether in cash, securities or other property)
          or distributions or other rights for which the record date is
          prior to the date such stock certificate is issued, except as
          provided in Section 10.

                         (h)  Modification, Extension and Renewal of
          Options.  Subject to the terms and conditions and within the
          limitations of the Plan, the Board or Committee may modify,
          extend or renew outstanding Options granted under the Plan, or
          accept the cancellation of outstanding Options (to the extent not
          theretofore exercised) for the granting of new Options in
          substitution therefor.  Notwithstanding the foregoing, however,
          no modification of an Option shall, without the consent of the
          Optionee, alter or impair any rights or obligations under any
          Options theretofore granted under the Plan.  Moreover, in the
          case of any modification, extension or renewal of an Incentive
          Stock Option, all of the requirements set forth herein shall
          apply in the same manner as though a new Incentive Stock Option
          had been granted to the Optionee on the date of such
          modification, extension or renewal, but only if such
          modification, extension or renewal is treated, under Section
          425(h) of the Code, as the granting of a new option.

                         (i)  Identification of Option.  Each Option
          granted under the Plan shall clearly identify its status as an
          Incentive Stock Option or Non-Statutory Stock Option.

                         (j)  Other Provisions.  The option agreements
          authorized under the Plan shall contain such other provisions not
          inconsistent with the terms of the Plan, including, without
          limitation, restrictions upon the exercise of the Option or
          transfer of the Shares acquired on exercise, as the Board or
          Committee shall deem advisable.

                    8.   Limitation on Annual Awards.

                         General Rule.  The aggregate Fair Market Value
          (determined at the time the Option is granted) of stock for which
          Incentive Stock Options are exercisable by the same Optionee for
          the first time during any calendar year under the terms of the
          Plan (and all other plans maintained by the Corporation and its
          parent or subsidiary corporations) shall not exceed the sum of
          $100,000.

                    9.   Term of Plan.  Options may be granted pursuant to
          the Plan until January 31, 2000, which is ten years from the
          effective date of the Plan.

                    10.  Recapitalization.  Subject to any required action
          by the shareholders of the Company and the last sentence of
          subsection 7(h) hereof, the number of Shares covered by this Plan
          as provided in Section 6, the number of Shares covered by each
          outstanding Option, and the Exercise Price thereof shall be
          proportionately adjusted for any increase or decrease in the
          number of issued Shares resulting from a subdivision or
          consolidation of Shares, stock split, or the payment of a stock
          dividend.

                    Subject to any required action by the shareholders of
          the Company and the last sentence of Subsection 7(h) hereof, if
          the Company shall be the surviving corporation in any merger or
          consolidation, each outstanding Option shall pertain and apply to
          the securities to which a holder of the number of Shares subject
          to the Option would have been entitled.  A dissolution or
          liquidation of the Company or a merger or consolidation in which
          the Company is not the surviving corporation shall cause each
          outstanding Option to terminate, unless the agreement of merger
          or consolidation shall otherwise provide, provided that each
          Optionee shall, in such event, have the right immediately prior
          to such dissolution or liquidation, or merger or consolidation in
          which the Company is not the surviving corporation, of a period
          of one (1) year from the date of grant of the Option shall have
          elapsed, to exercise the Option in whole or in part, subject to
          limitations on exercisability under Section 7 hereof to the
          extent the Option is exercisable without regard to this sentence
          at the date of such dissolution, liquidation, merger or
          consolidation.

                    In the event of a change in the Common Stock as
          presently constituted, which is limited to a change of all of its
          authorized shares with par value into the same number of shares
          with a different par value or without par value, the shares
          resulting from any such change shall be deemed to be Shares of
          Common Stock within the meaning of the Plan.

                    To the extent that the foregoing adjustments relate to
          stock or securities of the Company, such adjustments shall be
          made by the Board or Committee, whose determination in that
          respect shall be final, binding and conclusive.

                    Except as hereinbefore expressly provided in this
          Section 10, the Optionee shall have no rights by reason of any
          subdivision of consolidation of shares of stock of any class,
          stock split, or the payment of any stock dividend or any other
          increase or decrease in the number of shares of stock of any
          class or by reason of any dissolution, liquidation, merger, or
          consolidation or spin-off of assets or stock of another
          corporation, and any issue by the Company of shares of stock of
          another corporation, and any issue by the Company of shares of
          stock of any class or securities convertible into shares of stock
          of any class, shall not affect, and no adjustment by reason
          thereof shall be made with respect to, the number or price of
          shares subject to the Option.

                    The grant of an Option pursuant to the Plan shall not
          affect ion any way the right or power of the Company to make
          adjustments, reclassifications, reorganizations, or changes of
          its capital or business structure or to merge or consolidate or
          to dissolve, liquidate, sell or transfer all or any part of its
          business or assets.

                    11.  Securities Law Requirements.  No Shares shall be
          issued upon the exercise of any Option unless and until the
          Company has determined that: (i) it and the Optionee have taken
          all actions required to register the Shares under the Securities
          Act of 1933 or perfect an exemption from the registration
          requirements thereof; (ii) any applicable listing requirement of
          any stock exchange on which the Common Stock are listed has been
          satisfied; and (iii) any other applicable provision of state or
          Federal law has been satisfied.

                    12.  Amendment of the Plan.  The Board or Committee
          may, insofar as permitted by law, from time to time, with respect
          to any Shares at the time not subject to Options, suspend or
          discontinue the Plan or revise or amend it in any respect
          whatsoever except that the term of the Plan should not be
          extended and, without approval of the shareholders of the
          Company, no such revisions or amendment shall:

                         (a)  Increase the number of Shares subject to the
                         Plan; or

                         (b)  Change the designation in Section 5 of the
                         Plan of the class of Employees eligible to receive
                         Incentive Stock Options;

                         (c)  Adversely affect the rights of the holder of
                         any then outstanding Option, except as may be
                         expressly permitted by the terms of the Option or
                         elsewhere in this Plan; or

                         (d)  Amend this Section 12 to defeat its purpose.

                    13.  Application of Funds.  The proceeds received by
          the Company from the sale of Common Stock pursuant to the
          exercise of an Option will be used for general corporate
          purposes.

                    14.  No Obligation to Exercise Option.  The granting of
          an Option shall impose no obligation upon the Optionee to
          exercise such Option.

                    15.  Withholding.

                         (a)  Non-Statutory Options.  Whenever Shares are
          to be delivered upon exercise of a Non-Statutory Option, the
          Corporation shall be entitled to require as a condition of
          delivery that the Optionee remit to the Corporation an amount
          sufficient to satisfy the Corporation's Federal, state and local
          withholding tax obligations with respect to the exercise of the
          Option.

                         (b)  Incentive Stock Options.  The acceptance of
          Shares upon exercise of an Incentive Stock Option shall
          constitute an agreement by the Optionee (unless and until the
          Corporation shall notify the Optionee that it is relieved, in
          whole or in part, of its obligations under Section 15(b)) (i) to
          notify the Corporation if any or all of such Shares are disposed
          of by the Optionee within two years from the date the Option was
          granted or within one year from the date the Shares were
          transferred to the Optionee pursuant to his exercise of the
          Option, and (ii) to remit to the Corporation, at the time of and
          in the case of any such disposition, an amount sufficient to
          satisfy the Corporation's Federal, state and local withholding
          tax obligations with respect to such disposition, whether or not,
          as to both (i) and (ii), the Optionee is in the employ of the
          Corporation at the time of such disposition.

                    16.  Governing Law.  The provisions of this Plan shall
          be governed and construed in accordance with the laws of the
          State of New Jersey provided, however, that in the case of the
          provisions applicable to Incentive Stock Options, such provisions
          shall (to the extent possible) be construed in a a manner
          conforming to and consistent with the requirements of Section
          422A of the Code.