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                                                                     EXHIBIT 4.3

                                AMENDMENT NO. 2
                                       TO
                        BORON, LEPORE & ASSOCIATES, INC.
             AMENDED AND RESTATED 1996 STOCK OPTION AND GRANT PLAN

          The undersigned, Patrick G. LePore, Chairman of the Board and Chief
Executive Officer of Boron, LePore & Associates, Inc., a Delaware corporation
(the "Company"), hereby certifies that he is the duly appointed Chairman of the
Board and Chief Executive Officer of the Company and does further certify on
behalf of the Company in such capacity that the following Amendment No. 2 to the
Boron, LePore & Associates, Inc. Amended and Restated 1996 Stock Option and
Grant Plan was duly adopted by the Board of Directors of the Company at a
meeting on December 7, 1998:

          1.  Section 3(c) is hereby amended by deleting such section in its
entirety and replacing such section with the following:

          "(c)  Mergers and Other Transactions.  In the case of (i) the
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dissolution or liquidation of the Company, (ii) the sale of all or substantially
all of the assets of the Company on a consolidated basis to an unrelated person
or entity, (iii) a merger, reorganization or consolidation in which the holders
of the Company's outstanding voting power immediately prior to such transaction
do not own a majority of the outstanding voting power of the surviving or
resulting entity immediately upon completion of such transaction, (iv) the sale
of all of the Stock of the Company to an unrelated person or entity in which the
holders of the Company's outstanding voting power immediately prior to such
transaction do not own a majority of the outstanding voting power of the
surviving or resulting entity immediately upon completion of such transaction,
or (v) any other transaction in which the owners of the Company's outstanding
voting power immediately prior to such transaction do not own at least a
majority of the outstanding voting power of the relevant entity after the
transaction (in each case, a "Transaction"), the Plan and all outstanding
Options, Stock Appreciation Rights and other Awards granted hereunder shall
terminate, unless provision is made in connection with the Transaction for the
assumption of Awards, the continuation of Awards by the Company as survivor or
the substitution of such Awards with new Awards of the successor entity or
parent thereof, with appropriate adjustment as to the number and kind of shares
and, if appropriate, the per share exercise prices, as provided in Section 3(b)
above.  In the event of such termination, each grantee shall be permitted to
exercise, for a period of at least 15 days prior to the date of such
termination, all outstanding Options, Stock Appreciation Rights and other Awards
held by such grantee which are then exercisable or become exercisable upon the
effectiveness of the Transaction.  Notwithstanding anything herein to the
contrary, in the event that provision is made in connection with the Transaction
for the assumption or continuation of Awards, or the substitution of such Awards
with new Awards of the successor entity or parent thereof, then, except as the
Committee may otherwise determine with respect to particular Awards, any Award
so assumed or continued or substituted therefor shall be deemed vested and
exercisable in full upon the date on which the grantee's employment or service
relationship with the Company and its subsidiaries or successor entity
terminates if (i) such termination occurs within eighteen (18) months after the
closing of such Transaction and (ii) such termination is by the Company or its
Subsidiaries or successor entity without Cause (as defined below) or by the
grantee for Good Reason (as defined below), subject,


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however, to the following sentence. Notwithstanding the foregoing, in the event
that the Company receives written advice from its independent public accountants
in connection with any Transaction to the effect that vesting of any Award under
the circumstances contemplated by the preceding sentence would preclude or
otherwise adversely affect the ability of the Company or any other party to such
Transaction to account for the same as a "pooling of interests" within the
meaning of APB No. 16 (or any successor provision), which Transaction would
otherwise qualify for such accounting treatment, then vesting of such Awards
shall not accelerate on a subsequent termination of grantee's employment or
service relationship within 18 months following such Transaction as contemplated
by the preceding sentence. For purposes of this Section 3(c), the term "Cause"
means a vote of the Board of Directors of the Company or the successor entity,
as the case may be, resolving that the grantee should be dismissed as a result
of (i) any material breach by the grantee of any agreement to which the grantee
and the Company are parties, (ii) any act (other than retirement) or omission to
act by the grantee which would reasonably be likely to have a material adverse
effect on the business of the Company or its subsidiaries or successor entity,
as the case may be, or on the grantee's ability to perform services for the
Company or its subsidiaries or successor entity, as the case may be, including,
without limitation, the conviction of any crime (other than ordinary traffic
violations), or (iii) any material misconduct or willful and deliberate non-
performance of duties by the grantee in connection with the business or affairs
of the Company or its subsidiaries or successor entity, as the case may be; and
the term "Good Reason" means the occurrence of any of the following events: (A)
a substantial adverse change in the nature or scope of the grantee's
responsibilities, authorities, title, powers, functions, or duties; (B) a
reduction in the grantee's annual base salary except for across-the-board salary
reductions similarly affecting all or substantially all management employees; or
(C) the relocation of the offices at which the grantee is principally employed
to a location more than fifty (50) miles from such offices."

          IN WITNESS WHEREOF, the undersigned has hereunto signed his name as of
this 7th day of December, 1998.


                                        /s/ Patrick G. LePore
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                                        Patrick G. LePore
                                        Chairman and Chief Executive Officer

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