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                                                                   EXHIBIT 10.23


             FIRST AMENDMENT TO MANUFACTURING AND SUPPLY AGREEMENT

         This First Amendment to Manufacturing and Supply Agreement (the "First
Amendment") is effective as of the 13th day of May, 2004 between aaiPharma Inc.
("AAI") and Mikart, Inc. ("Manufacturer").

         WHEREAS, AAI and Manufacturer entered into that certain Manufacturing
and Supply Agreement dated July 16, 2003 (the "Supply Agreement").

         WHEREAS, Section 15.5 of the Supply Agreement provides that the Supply
Agreement may only be amended by a written instrument executed by each Party to
the Supply Agreement.

         WHEREAS, AAI and Manufacturer now wish to amend the Supply Agreement as
set forth herein.

         NOW, THEREFORE, in consideration of the foregoing and of the mutual
covenants and conditions herein contained, AAI and Manufacturer hereby agree to
amend the Supply Agreement as follows:

         1. Capitalized terms not otherwise defined herein will have the meaning
given to them in the Supply Agreement.

         2. Section 7.3 of the Supply Agreement shall be amended and restated in
its entirety as follows:

         "7.3 Minimum Purchase Obligation. AAI will use commercially reasonable
         efforts to promote the Product or "Substitute Products" (as hereinafter
         defined), if any, during the first three (3) Contract Years.
         Notwithstanding anything to the contrary contained in this Supply
         Agreement, during the period beginning on the Supply Start Date and
         ending as of the end of the third (3rd) Contract Year, AAI shall be
         obligated to purchase from Manufacturer an aggregate of Two Million
         Five Hundred Thousand (2,500,000) "Units" (as hereinafter defined) of
         Product and/or any other product that the Parties mutually agree that
         Manufacturer will manufacture for AAI pursuant to terms (including,
         without limitation, market pricing) that are mutually agreeable to both
         Parties ("Substitute Product"). For purposes hereof, a "Unit" of
         Product shall mean a one hundred (100) count bottle of Product or such
         other presentation that the Parties may mutually agree upon, and a
         "Unit" of Substitute Product shall mean the presentation mutually
         agreed upon by the Parties (e.g., the size of bottle). For purposes of
         clarity, AAI may meet its minimum purchase obligation under this
         Section 7.3 by purchasing any combination of quantities of Product and
         Substitute Product (e.g., 1,500,000 Units of Product and 1,000,000
         Units of Substitute Product). Notwithstanding anything else contained
         herein to the contrary, in the event AAI fails to meet its minimum
         purchase obligation set forth in this Section 7.3 for any reason other
         than a breach of this Agreement by Manufacturer or a force majeure, AAI
         shall pay to


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         Manufacturer an amount equal to the number of one hundred (100) count
         bottles of Product by which AAI failed to meets its minimum purchase
         obligation under this Section 7.3 multiplied by the Purchase Price set
         forth in Section 8.1 hereof. Manufacturer and AAI acknowledge and agree
         that nothing contained in this Section 7.3 shall be construed in any
         way to relieve AAI of its minimum purchase obligation under this
         Section 7.3."

         3. This First Amendment modifies the Supply Agreement solely to the
extent provided herein and in all other respects the Supply Agreement shall
remain in full force and effect and Manufacturer shall retain all rights and
remedies available to it thereunder.

         IN WITNESS WHEREOF, the parties hereto have executed this First
Amendment as of the date first above written.

                                        "Manufacturer"

                                        Mikart, Inc.


                                        By:    /s/ Miguel I. Arteche
                                            ------------------------------------
                                        Name:  Miguel I. Arteche
                                        Title: President and CEO



                                        "AAI"

                                        aaiPharma Inc.


                                        By:    /s/ Fred Sancilio
                                            ------------------------------------
                                        Name:  Fred Sancilio
                                        Title: President/Chief Executive Officer