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                                                                    Exhibit 10.1

                                FOURTH AMENDMENT
                             TO FINANCING AGREEMENT


         FOURTH AMENDMENT, dated as of October 22, 2004 (this "Amendment"), to
the Financing Agreement, dated as of April 23, 2004 (as amended, restated or
otherwise modified from time to time, the "Financing Agreement"), by and among
aaiPharma Inc., a Delaware corporation (the "Parent"), Applied Analytical
Industries Learning Center, Inc., a Delaware corporation ("Applied Analytical"),
AAI Technologies, Inc., a Delaware corporation ("AAI Technologies"), AAI
Properties, Inc., a North Carolina corporation ("AAI Properties"), AAI Japan,
Inc., a Delaware corporation ("AAI Japan"), Kansas City Analytical Services,
Inc., a Kansas corporation ("Analytical Services"), AAI Development Services,
Inc., a Massachusetts corporation ("AAI Development-MA"), aaiPharma LLC, a
Delaware limited liability company ("Pharma LLC") and AAI Development Services,
Inc., a Delaware corporation ("AAI Development-DE", and together with the
Parent, Applied Analytical, AAI Technologies, AAI Properties, AAI Japan,
Analytical Services, AAI Development-MA and Pharma LLC, each a "Borrower" and
collectively, the "Borrowers"), the financial institutions from time to time
party hereto (each a "Lender" and collectively, the "Lenders"), Silver Point
Finance, LLC, a Delaware limited liability company ("Silver Point"), as
collateral agent for the Lenders (in such capacity, and any successor in such
capacity, the "Collateral Agent"), and Bank of America, N.A. ("Bank of
America"), as administrative agent for the Lenders (in such capacity, and any
successor in such capacity, the "Administrative Agent" and together with the
Collateral Agent, each an "Agent" and collectively, the "Agents").

         WHEREAS, the Borrowers, the Agents and the Lenders wish to amend
certain terms and conditions of the Financing Agreement as hereafter set forth;

         NOW, THEREFORE, the Borrowers, the Agents and the Lenders hereby agree
as follows:

         1. Capitalized Terms. All terms which are defined in the Financing
Agreement and not otherwise defined herein are used herein as defined therein.

         2. Amendments to Financing Agreement.

                 (a) Recitals. The first two sentences of the first recital to
the Financing Agreement are hereby amended in their entirety to read as follows:

                  "The Borrowers have asked the Lenders to extend credit to the
         Borrowers consisting of (a) a term loan in the aggregate principal
         amount of $135,000,000, (b) a term loan in the aggregate principal
         amount of $30,000,000 and (c) a revolving credit facility in an
         aggregate principal amount not to exceed $15,000,000 at any time
         outstanding, which will include a subfacility for the issuance of
         letters of credit. The proceeds of the term loans and the loans made
         under the revolving credit facility shall be used to, together with the
         Net Cash Proceeds (as hereinafter defined) from the MVI Sale (as
         hereinafter defined), (i) refinance existing indebtedness of the
         Borrowers, (ii) fund the interest payments (and any default interest
         payable thereon) due and payable by the Parent on April 1, 2004 and
         October 1, 2004, in respect of its Senior Subordinated Notes

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         (as hereinafter defined), (iii) provide for general working capital and
         general corporate purposes of the Borrowers and (iv) to pay fees and
         expenses related to this Agreement and the transactions contemplated
         hereby."

                  (b) Definitions. Section 1.01 of the Financing Agreement is
hereby amended as follows:

                           (i) The definition of the term "Applicable
         Incremental Margin" in Section 1.01 of the Financing Agreement is
         hereby deleted in its entirety.

                           (ii) The following definitions in Section 1.01 of the
         Financing Agreement are hereby amended in their entirety to read as
         follows:

                  "'Applicable Prepayment Percentage' means, as of any date of
         determination,

                  (a) Except as set forth in clause (b) below, 100%.

                  (b) So long as (i) no Default or Event of Default shall have
         occurred and be continuing or would otherwise occur as a result of such
         Disposition and (ii) the Borrowers are in compliance, on a pro forma
         basis after giving effect to such Disposition, with the financial
         covenants set forth in Section 7.03 for the immediately preceding
         reporting period of the Parent and its Subsidiaries, (A) the Applicable
         Prepayment Percentage for the Disposition of the property and assets
         subject to a Sale and Leaseback Transaction shall equal 50% and (B) the
         Applicable Prepayment Percentage for the Calcitriol Disposition shall
         equal 0%."

                  "'Applicable Prepayment Premium' means, as of any date of
         determination, an amount equal to (a) during the period of time from
         and after the First Amendment Effective Date up to the date that is the
         12 month anniversary of the First Amendment Effective Date, 3.5% times
         the sum of (i) the amount of the reduction of the Total Revolving
         Credit Commitment on such date plus (ii) the principal amount of the
         Term Loan prepaid on such date plus (iii) the principal amount of the
         Supplemental Term Loan prepaid on such date, (b) during the period of
         time from and including the date that is the 12 month anniversary of
         the First Amendment Effective Date up to the date that is the 24 month
         anniversary of the First Amendment Effective Date, 2.5% times the sum
         of (i) the amount of the reduction of the Total Revolving Credit
         Commitment on such date plus (ii) the principal amount of the Term Loan
         prepaid on such date plus (iii) the principal amount of the
         Supplemental Term Loan prepaid on such date, (c) during the period of
         time from and including the date that is the 24 month anniversary of
         the First Amendment Effective Date up to the date that is the 30 month
         anniversary of the First Amendment Effective Date, 1.5% times the sum
         of (i) the amount of the reduction of the Total Revolving Credit
         Commitment on such date plus (ii) the principal amount of the Term Loan
         prepaid on such date plus (iii) the principal amount of the
         Supplemental Term Loan prepaid on such date, and (d) during the period
         of time from and including the date that is the 30 month anniversary of
         the First Amendment Effective Date through and including the Final
         Maturity Date, zero."

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                  "'Commitments' means, with respect to each Lender, such
         Lender's Revolving Credit Commitment, Term Loan Commitment and
         Supplemental Term Loan Commitment."

                  "'Consolidated Net Income' means, with respect to any Person
         for any period, the net income (loss) of such Person and its
         Subsidiaries for such period, determined on a consolidated basis and in
         accordance with GAAP, but excluding from the determination of
         Consolidated Net Income (without duplication) (a) any extraordinary or
         non-recurring gains or losses or gains or losses from Dispositions
         (including, without limitation, in the form of royalties or licensing
         fees); provided, that any extraordinary or non-recurring gains or
         losses from Specified Events shall not be excluded from Consolidated
         Net Income, (b) non-cash restructuring charges, and (c) non-cash
         effects of discontinued operations."

                  "'Loan' means the Term Loan, the Supplemental Term Loan or any
         Revolving Loan made by an Agent or a Lender to the Borrowers pursuant
         to Article II hereof."

                  "'Net Cash Proceeds' means, (a) with respect to any
         Disposition by any Person or any of its Subsidiaries, an amount equal
         to the result of (i) the aggregate amount of cash received (directly or
         indirectly) from time to time (whether as initial consideration or
         through the payment or disposition of deferred consideration) by or on
         behalf of such Person or such Subsidiary in connection therewith, minus
         (ii) the sum of (A) the amount of any Indebtedness secured by any Lien
         permitted by Section 7.02(a) on any asset (other than Indebtedness
         assumed by the purchaser of such asset) which is required to be, and
         is, repaid in connection with such Disposition (other than Indebtedness
         under this Agreement), (B) costs and expenses related thereto incurred
         by such Person or such Subsidiary in connection therewith (including,
         without limitation, legal, accounting and investment banking fees, and
         underwriting discounts and commissions), (C) transfer taxes paid to any
         taxing authorities by such Person or such Subsidiary in connection
         therewith, (D) net income taxes to be paid in connection with such
         Disposition (after taking into account any tax credits or deductions
         and any tax sharing arrangements), (E) reasonable reserves for
         indemnification obligations in connection with such Disposition in an
         aggregate amount not to exceed $500,000 during the term of this
         Agreement and (F) an amount equal to the product of (1) the result of
         (x) the aggregate amount of cash described in clause (a)(i) above minus
         (y) the sum of the deductions therefrom described in clauses (ii)(A)
         through (ii)(E) above times (2) a fraction the numerator of which is
         the Applicable Prepayment Premium and the denominator of which is the
         sum of (x) 1 plus (y) the Applicable Prepayment Premium, (b) with
         respect to the issuance or incurrence of any Indebtedness by any Person
         or any of its Subsidiaries, or the sale or issuance by any Person or
         any of its Subsidiaries of any shares of its Capital Stock, an amount
         equal to the result of (i) the aggregate amount of cash received
         (directly or indirectly) from time to time (whether as initial
         consideration or through the payment or disposition of deferred
         consideration) by or on behalf of such Person or such Subsidiary in
         connection therewith, minus (ii) the sum of (A) costs and expenses
         related thereto incurred by such Person or such Subsidiary in
         connection therewith (including, without limitation, legal, accounting
         and investment banking fees,

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         and underwriting discounts and commissions), (B) transfer taxes paid by
         such Person or such Subsidiary in connection therewith and (C) net
         income taxes to be paid in connection therewith (after taking into
         account any tax credits or deductions and any tax sharing
         arrangements), and (c) with respect to any Extraordinary Receipts
         received by any Person or any of its Subsidiaries, an amount equal to
         the result of (i) the aggregate amount of cash received (directly or
         indirectly) from time to time by or on behalf of such Person or such
         Subsidiary in connection therewith, minus (ii) the sum of (A)
         reasonable expenses related to the collection thereof incurred by such
         Person or such Subsidiary and (B) net income taxes to be paid in
         connection with such Extraordinary Receipts (after taking into account
         any tax credits or deductions and any tax sharing arrangements); in the
         case of each of clauses (a), (b) and (c), to the extent, but only to
         the extent, that the amounts so deducted are (xx) actually paid to a
         Person that, except in the case of reasonable out-of-pocket expenses,
         is not an Affiliate of such Person or any of its Subsidiaries and (yy)
         properly attributable to such transaction or to the asset that is the
         subject thereof, as the case may be."

                  "'Pro Rata Share' means:

                  (a) with respect to a Lender's obligation to make Revolving
         Loans and receive payments of interest, fees, and principal with
         respect thereto, the percentage obtained by dividing (i) such Lender's
         Revolving Credit Commitment, by (ii) the Total Revolving Credit
         Commitment, provided, that, if the Total Revolving Credit Commitment
         has been reduced to zero, the numerator shall be the aggregate unpaid
         principal amount of such Lender's Revolving Loans (including Collateral
         Agent Advances) and its interest in the Letter of Credit Obligations
         and the denominator shall be the aggregate unpaid principal amount of
         all Revolving Loans (including Collateral Agent Advances) and Letter of
         Credit Obligations,

                  (b) with respect to a Lender's obligation to make the Term
         Loan and receive payments of interest, fees, and principal with respect
         thereto, the percentage obtained by dividing (i) such Lender's Term
         Loan Commitment, by (ii) the Total Term Loan Commitment, provided that
         if the Total Term Loan Commitment has been reduced to zero, the
         numerator shall be the aggregate unpaid principal amount of such
         Lender's portion of the Term Loan and the denominator shall be the
         aggregate unpaid principal amount of the Term Loan,

                  (c) with respect to a Lender's obligation to make the
         Supplemental Term Loan and receive payments of interest, fees, and
         principal with respect thereto, the percentage obtained by dividing (i)
         the sum of such Lender's Supplemental Term Loan Commitment plus the
         aggregate unpaid principal amount of such Lender's portion of the
         Supplemental Term Loan, by (ii) the sum of the Total Supplemental Term
         Loan Commitment plus the unpaid principal amount of the Supplemental
         Term Loan, and

                  (d) with respect to all other matters (including, without
         limitation, the indemnification obligations arising under Section
         10.05), the percentage obtained by dividing (i) the sum of such
         Lender's Revolving Credit Commitment plus such Lender's Supplemental
         Term Loan Commitment plus the aggregate unpaid principal amount of

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         such Lender's portion of the Term Loan and the Supplemental Term Loan,
         by (ii) the sum of the Total Revolving Credit Commitment plus the Total
         Supplemental Term Loan Commitment plus the aggregate unpaid principal
         amount of the Term Loan and the Supplemental Term Loan, provided, that,
         if such Lender's Revolving Credit Commitment shall have been reduced to
         zero, such Lender's Revolving Credit Commitment shall be deemed to be
         the aggregate unpaid principal amount of such Lender's Revolving Loans
         (including Collateral Agent Advances) and its interest in the Letter of
         Credit Obligations and if the Total Revolving Credit Commitment shall
         have been reduced to zero, the Total Revolving Credit Commitment shall
         be deemed to be the aggregate unpaid principal amount of all Revolving
         Loans (including Collateral Agent Advances) and Letter of Credit
         Obligations."

                  "'Senior Subordinated Note Indenture' means the Indenture,
         dated as of March 28, 2002, by and among the Parent and the Trustee for
         the Senior Subordinated Noteholders, as amended by the Supplemental
         Indenture dated as of April 20, 2004 and as further amended by a Second
         Supplemental Indenture on the terms described in the Second Consent
         Solicitation Statement."

                  "'Term Loan Obligations' means any Obligations with respect to
         the Term Loan and/or the Supplemental Term Loan (including without
         limitation, the principal thereof, the interest thereon, and the fees
         and expenses specifically related thereto)."

                  "'Total Commitment' means the sum of the Total Revolving
         Credit Commitment, the Total Term Loan Commitment and the Total
         Supplemental Term Loan Commitment."

                           (iii) The following definitions are hereby added to
         Section 1.01 of the Financing Agreement in the appropriate alphabetical
         order:

                  "'Calcitriol Disposition' means the Disposition described in
         clause (b) of the definition of Specified Events."

                  "'Fourth Amendment Effective Date' means the date on which all
         of the conditions precedent to the effectiveness of the Fourth
         Amendment to Financing Agreement dated as of October 22, 2004, by and
         among the Borrowers, the Lenders and the Agents have been fulfilled or
         waived."

                  "'Rothschild' means Rothschild, Inc."

                  "'Sale Process' has the meaning specified therefor in Section
         7.01(s).

                  "'Second Consent Solicitation Statement' means the Consent
         Solicitation Statement, in form and substance reasonably satisfactory
         to the Agents, as such Second Consent Solicitation Statement may be
         amended with the consent of the Agents."

                  "'Specified Events' means, collectively, (a) the amendment of
         the MVI Sale Agreement pursuant to the terms of Amendment No. 2 to the
         MVI Sale Agreement dated as of September 16, 2004, pursuant to which
         the Parent will receive an accelerated

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         purchase price adjustment under the MVI Sale Agreement, (b) the
         Disposition of the Parent's rights to its Calcitriol product pursuant
         to the terms of the Termination Agreement by and between the Parent and
         SICOR Pharmaceuticals, Inc., on terms substantially the same as or
         better to Parent than the terms set forth in the draft Termination
         Agreement provided by the Parent to the Collateral Agent on or prior to
         October 21, 2004, and (c) the Disposition of the Parent's Investment in
         Aesgen, Inc. pursuant to the terms of the Agreement and Plan of Merger
         and Reorganization, dated as of August 30, 2004, among MGI Pharma,
         Inc., MGIP Acquisition Corp., Aesgen Inc. and Timothy I. Maudlin, as
         equityholder's representative."

                  "'Supplemental Term Loan' means the loans made by the
         Supplemental Term Loan Lenders to the Borrowers pursuant to Article II
         hereof."

                  "'Supplemental Term Loan Commitment' means, with respect to
         each Lender, the commitment of such Lender to make the Supplemental
         Term Loan to the Borrowers in the amount set forth in Schedule 1.01(A)
         hereto, as the same may be terminated or reduced from time to time in
         accordance with the terms of this Agreement."

                  "'Supplemental Term Loan Final Draw Date' means that certain
         date, if any, after the Supplemental Term Loan Second Draw Date and on
         or prior to January 15, 2005, on which the Supplemental Term Loan
         Lenders make a portion of the Supplemental Term Loan available to the
         Borrowers in accordance with Section 2.01(a)(iii)(C) hereof."

                  "'Supplemental Term Loan Lender' means a Lender with a
         Supplemental Term Loan Commitment."

                  "'Supplemental Term Loan Second Draw Date' means that certain
         date, if any, after the Fourth Amendment Effective Date and prior to
         the Supplemental Term Loan Final Draw Date, on which the Supplemental
         Term Loan Lenders make a portion of the Supplemental Term Loan
         available to the Borrowers in accordance with Section 2.01(a)(iii)(B)
         hereof."

                  "'Total Supplemental Term Loan Commitment' means the sum of
         the amounts of the Lenders' Supplemental Term Loan Commitments."

                  (c) Commitments. Section 2.01 of the Financing Agreement is
hereby amended as follows:

                           (i) Section 2.01(a) of the Financing Agreement is
         hereby amended by deleting the "and" at the end of clause (i) thereof,
         replacing the "." at the end of clause (ii)(B) thereof with "; and" and
         adding the following new clause (iii):

                           "(iii) each Supplemental Term Loan Lender severally
         agrees to make the Supplemental Term Loan to the Borrowers, in an
         aggregate principal amount not to exceed the amount of such Lender's
         Supplemental Term Loan Commitment, as follows:

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                                    (A) On the Fourth Amendment Effective Date,
         an amount equal to such Supplemental Term Loan Lender's Pro Rata Share
         of an amount equal to not less than 50% of the Total Supplemental Term
         Loan Commitment;

                                    (B) On the Supplemental Term Loan Second
         Draw Date, an amount equal to such Supplemental Term Loan Lender's Pro
         Rata Share of an amount not to exceed the remaining undrawn amount, if
         any, of the Supplemental Term Loan Commitment as of the date thereof;
         and

                                    (C) On the Supplemental Term Loan Final Draw
         Date, an amount equal to such Supplemental Term Loan Lender's Pro Rata
         Share of an amount not to exceed the remaining undrawn amount, if any,
         of the Supplemental Term Loan Commitment as of the date thereof."

                           (ii) Section 2.01(b) of the Financing Agreement is
         hereby amended by redesignating existing clause (iii) thereof as new
         clause (iv) and adding the following new clause (iii):

                           "(iii) The aggregate principal amount of the
         Supplemental Term Loan made on the Fourth Amendment Effective Date, the
         Supplemental Term Loan Second Draw Date and the Supplemental Term Loan
         Final Draw Date shall not exceed the Total Supplemental Term Loan
         Commitment. Any principal amount of the Supplemental Term Loan which is
         repaid or prepaid may not be reborrowed."

                  (d) Making the Loans. Section 2.02 of the Financing Agreement
is hereby amended as follows:

                           (i) The second sentence of Section 2.02(a) of the
         Financing Agreement is hereby amended in its entirety to read as
         follows:

         "Such Notice of Borrowing shall be irrevocable and shall specify (i)
         the principal amount of the proposed Loan (which, in the case of a
         LIBOR Rate Loan, must be in a minimum amount of $1,000,000 and in
         integral multiples of $100,000 in excess thereof), (ii) whether such
         Loan is requested to be a Reference Rate Loan or a LIBOR Rate Loan and,
         in the case of a LIBOR Rate Loan, the initial Interest Period with
         respect thereto, (iii) in the case of Loans requested on the Effective
         Date, the Fourth Amendment Effective Date, the Second Draw Date, the
         Supplemental Term Loan Second Draw Date or the Supplemental Term Loan
         Final Draw Date, whether such Loan is requested to be a Revolving Loan,
         the Term Loan or the Supplemental Term Loan, (iv) the use of the
         proceeds of such proposed Loan, and (v) the proposed borrowing date,
         which must be a Business Day, and, (x) with respect to the Term Loan,
         must be the Effective Date or the Second Draw Date and (y) with respect
         to the Supplemental Term Loan, must be the Fourth Amendment Effective
         Date, the Supplemental Term Loan Second Draw Date or the Supplemental
         Term Loan Final Draw Date."

                           (ii) Section 2.02(c)(i) of the Financing Agreement is
         hereby amended in its entirety to read as follows:

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                           "(c)(i) Except as otherwise provided in this
         subsection 2.02(c) and Section 2.01(a)(ii)(B), all Loans under this
         Agreement shall be made by the Lenders simultaneously and
         proportionately to their Pro Rata Shares of the Total Revolving Credit
         Commitment, the Total Term Loan Commitment and the Total Supplemental
         Term Loan Commitment, as the case may be, it being understood that no
         Lender shall be responsible for any default by any other Lender in that
         other Lender's obligations to make a Loan requested hereunder, nor
         shall the Commitment of any Lender be increased or decreased as a
         result of the default by any other Lender in that other Lender's
         obligation to make a Loan requested hereunder, and each Lender shall be
         obligated to make the Loans required to be made by it by the terms of
         this Agreement regardless of the failure by any other Lender."

                  (e) Repayment of Loans. Section 2.03(b) of the Financing
Agreement is hereby amended in its entirety to read as follows:

         "(b) The outstanding principal of the Term Loan and the Supplemental
Term Loan shall be repaid in full on the earlier of (i) if Excess Availability
is less than $10,000,000 on such date, the date of the termination of the Total
Revolving Credit Commitment and (ii) the Final Maturity Date."

                  (f) Interest. Section 2.04 of the Financing Agreement is
hereby amended as follows:

                           (i) Section 2.04(a) of the Financing Agreement is
         hereby amended in its entirety to read as follows:

                  "(a) Revolving Loans. Each Revolving Loan that is a Reference
         Rate Loan shall bear interest on the principal amount thereof from time
         to time outstanding, from the date of such Loan until such principal
         amount becomes due, at a rate per annum equal to the Reference Rate
         plus 7.25%. Each Revolving Loan that is a LIBOR Rate Loan shall bear
         interest on the principal amount thereof from time to time outstanding,
         from the date of such Loan until such principal amount is repaid, at a
         rate per annum equal to the LIBOR Rate plus 8.25%."

                           (ii) Section 2.04(b) of the Financing Agreement is
         hereby amended in its entirety to read as follows:

                  "(b) Term Loan; Supplemental Term Loan.

                           (i) Each portion of the Term Loan that is a Reference
         Rate Loan shall bear interest on the principal amount thereof from time
         to time outstanding, from the date of such Loan until such principal
         amount is repaid, at a rate per annum equal to the Reference Rate plus
         7.25%. Each portion of the Term Loan that is a LIBOR Rate Loan shall
         bear interest on the principal amount thereof from time to time
         outstanding, from the date of such Loan until such principal amount is
         repaid, at a rate per annum equal to the LIBOR Rate plus 8.25%.

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                           (ii) Each portion of the Supplemental Term Loan that
         is a Reference Rate Loan shall bear interest on the principal amount
         thereof from time to time outstanding, from the date of such Loan until
         such principal amount is repaid, at a rate per annum equal to the
         Reference Rate plus 7.25%. Each portion of the Supplemental Term Loan
         that is a LIBOR Rate Loan shall bear interest on the principal amount
         thereof from time to time outstanding, from the date of such Loan until
         such principal amount is repaid, at a rate per annum equal to the LIBOR
         Rate plus 8.25%."

                  (g) Reduction of Commitments. Section 2.05(a) of the Financing
Agreement is hereby amended by inserting the following new clause (iii) at the
end thereof:

                  "(iii) Supplemental Term Loan. The Total Supplemental Term
         Loan Commitment shall terminate at 5:00 p.m. (New York City time) (A)
         on the Fourth Amendment Effective Date, with respect to the greater of
         (1) the amount of the Supplemental Term Loan drawn by the Borrowers on
         such date and (2) 50% of the Total Supplemental Term Loan Commitment,
         (B) on the Supplemental Term Loan Second Draw Date, with respect to the
         amount of the Supplemental Term Loan drawn by the Borrowers on such
         date, and (C) on the earlier to occur of (A) the Supplemental Term Loan
         Final Draw Date and (B) January 15, 2005, with respect to any remaining
         undrawn amount of the Supplemental Term Loan Commitment as of such
         date."

                  (h) Optional Prepayment. Section 2.05(b)(ii) of the Financing
Agreement is hereby amended in its entirety to read as follows:

                  "(ii) Term Loan and Supplemental Term Loan. The Borrowers may,
         at any time and from time to time, upon at least 3 Business Days' prior
         written notice to the Administrative Agent, prepay the principal of the
         Term Loan and/or the Supplemental Term Loan, in whole or in part. Each
         prepayment of the Term Loan and/or the Supplemental Term Loan made
         pursuant to this clause (b)(ii) shall be accompanied by the payment of
         (A) accrued interest to the date of such payment on the amount prepaid
         and (B) the Applicable Prepayment Premium, if any, payable in
         connection with such prepayment."

                  (i) Mandatory Prepayment. Section 2.05(c) of the Financing
Agreement is hereby amended as follows:

                           (i) Section 2.05(c)(i) of the Financing Agreement is
         hereby amended in its entirety to read as follows:

                  "(i) The Borrowers will immediately prepay the outstanding
         principal amount of the Term Loan and the Supplemental Term Loan in the
         event that (A) the Total Revolving Credit Commitment is terminated for
         any reason and (B) Excess Availability on the date of the termination
         of the Total Revolving Credit Commitment is less than $10,000,000."

                           (ii) Section 2.05(c)(iii) of the Financing Agreement
         is hereby amended in its entirety to read as follows:

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                  "(iii) Within 3 days of any Disposition by any Loan Party
         pursuant to Section 7.02(c)(ii), the Borrowers shall be required to
         either (A) prepay the outstanding principal amount of the Loans of such
         Lender in accordance with Section 2.05(d) in an amount equal to such
         Lender's Pro Rata Share of the Applicable Prepayment Percentage of the
         Net Cash Proceeds received by such Person in connection with such
         Disposition or (B) at the election of each Lender in its sole
         discretion and in accordance with the procedures set forth in Section
         2.05(c)(vii), (1) prepay the outstanding principal amount of the Loans
         of such Lender in accordance with Section 2.05(d) in an amount equal to
         such Lender's Pro Rata Share of the Applicable Prepayment Percentage of
         the Net Cash Proceeds received by such Person in connection with such
         Disposition or (2) deposit such Lender's Pro Rata Share of such Net
         Cash Proceeds into a cash collateral account with a commercial bank
         designated by the Collateral Agent (the "Cash Collateral Account") (and
         when so deposited such Net Cash Proceeds shall constitute Collateral
         for the Obligations then outstanding) for application at a later date
         to the acquisition of replacement property or assets approved by the
         Required Lenders for the property or assets so disposed of, provided,
         that (x) until so applied in accordance with either of clauses (y) or
         (z) of this clause (iii), such Net Cash Proceeds shall remain in such
         cash collateral account, (y) such Net Cash Proceeds must be applied and
         such property or assets must be replaced with property or assets
         approved by the Required Lenders within 360 days after the date of
         receipt thereof, and (z) upon (1) the occurrence and during the
         continuance of an Event of Default or (2) the expiration of such 360
         day period, each Lender's Pro Rata Share of such Net Cash Proceeds, if
         not so applied, shall be applied to the prepayment of such Lender's
         Loans in accordance with Section 2.05(d). Notwithstanding the
         foregoing, (xx) the aggregate amount of all Net Cash Proceeds received
         by the Loan Parties with respect to Sale and Leaseback Transactions not
         subject to prepayment pursuant to this Section 2.05(c)(iii) shall not
         exceed $10,000,000 in the aggregate during the term of this Agreement,
         (yy) the Applicable Prepayment Percentage with respect to Dispositions
         of property or assets identified in clause (b) of the definition of
         Applicable Prepayment Percentage as "All other property and assets"
         shall apply only to the extent that the aggregate amount of all Net
         Cash Proceeds received by all Loan Parties (and not paid to the
         Administrative Agent as a prepayment of the Loans) shall exceed for all
         such Dispositions $1,000,000 in any Fiscal Year (provided, further that
         the aggregate amount of all such Net Cash Proceeds received by all Loan
         Parties (and not paid to the Administrative Agent as a prepayment of
         the Loans), when taken together with the aggregate amount of
         Extraordinary Receipts not subject to prepayment pursuant to Section
         2.05(c)(v) shall not exceed $3,000,000 in the aggregate during the term
         of this Agreement), and (zz) the Loan Parties shall not permit Excess
         Proceeds (as defined in the Senior Subordinated Note Indenture) to
         exceed $5,000,000 at any time. Nothing contained in this clause (iii)
         shall permit any Loan Party or any of its Subsidiaries to make a
         Disposition of any property or assets other than in accordance with
         Section 7.02(c)(ii)."

                  (j) Application of Payments. Section 2.05(d) of the Financing
Agreement is hereby amended as follows:

                           (i) Section 2.05(d)(i) of the Financing Agreement is
         hereby amended by deleting the phrase "first, ratably to the Revolving
         Loans, until paid in full,

                                      -10-

<PAGE>

         second, to the Term Loan, until paid in full, and third, ratably to all
         other Obligations, until paid in full" therein and substituting in lieu
         thereof "first, ratably to the Revolving Loans, until paid in full,
         second, ratably to the Term Loan and the Supplemental Term Loan, until
         paid in full, and third, ratably to all other Obligations, until paid
         in full".

                           (ii) Sections 2.05(d)(ii), 2.05(d)(iii), 2.05(d)(iv)
         and 2.05(d)(v) of the Financing Agreement are hereby amended by
         deleting the phrase "first, to the Term Loan, until paid in full,
         second, ratably to the Revolving Loans, until paid in full, and third,
         ratably to all other Obligations, until paid in full" therein and
         substituting in lieu thereof "first, ratably to the Term Loan and the
         Supplemental Term Loan, until paid in full, second, ratably to the
         Revolving Loans, until paid in full, and third, ratably to all other
         Obligations, until paid in full".

                  (k) Fees. Section 2.06(a) of the Financing Agreement is hereby
amended in its entirety to read as follows:

                  "(a) Unused Line Fee; Unused Commitment Fee.

                           (i) From and after the Effective Date and until the
         Final Maturity Date, the Borrowers shall pay to the Administrative
         Agent for the account of the Revolving Loan Lenders, in accordance with
         their Pro Rata Shares, an unused line fee (the "Unused Line Fee"),
         which shall accrue at the rate per annum of 1.00% on the actual daily
         excess, if any, of the Total Revolving Credit Commitment over the sum
         of the principal amount of all Revolving Loans and Letter of Credit
         Obligations outstanding from time to time and shall be payable
         quarterly in arrears on the last Business Day of each calendar quarter
         commencing on June 30, 2004.

                           (ii) From and after the Fourth Amendment Effective
         Date and until the earlier to occur of the Supplemental Term Loan Final
         Draw Date and January 15, 2005, the Borrowers shall pay to the
         Administrative Agent for the account of the Supplemental Term Loan
         Lenders, in accordance with their Pro Rata Shares, an unused commitment
         fee, which shall accrue at the rate per annum of 0.75% on the actual
         daily excess, if any, of the Total Supplemental Term Loan Commitment
         over the principal amount of the Supplemental Term Loan outstanding
         from time to time and shall be payable monthly in arrears on the last
         Business Day of each month commencing on October 31, 2004."

                  (l) Apportionment of Payments. Section 4.04(c) of the
Financing Agreement is hereby amended in its entirety to read as follows:

                  "(c) In each instance, so long as no Event of Default has
         occurred and is continuing, Section 4.04(b) shall not be deemed to
         apply to any payment by the Borrowers specified by the Administrative
         Borrower to the Administrative Agent to be for the payment of Term Loan
         Obligations then due and payable under any provision of this Agreement
         or the prepayment of all or part of the principal of the Term Loan or
         the Supplemental Term Loan in accordance with the terms and conditions
         of Section 2.05."

                                      -11-

<PAGE>

                  (m) Use of Proceeds. Section 6.01(t) of the Financing
Agreement is hereby amended in its entirety to read as follows:

                  "(t) Use of Proceeds. The proceeds of the Loans shall be used
         to, together with the Net Cash Proceeds from the MVI Sale, (i)
         refinance existing Indebtedness of the Loan Parties under the Existing
         Credit Facility, (ii) fund the interest payments (and any default
         interest payable thereon) due and payable by the Parent on April 1,
         2004 and October 1, 2004, in respect of its Senior Subordinated Notes,
         (iii) provide for ongoing working capital and general corporate
         purposes of the Loan Parties, and (iv) to pay for fees, costs and
         expenses incurred in connection with the transactions contemplated
         hereby."

                  (n) Affirmative Covenants. Section 7.01 of the Financing
Agreement is hereby amended as follows:

                           (i) Section 7.01(a)(iv)(A) of the Financing Agreement
         is hereby amended by deleting clause (2) therein and substituting in
         lieu thereof the following:

         "(2) attaching a schedule showing the calculations of the financial
         covenants specified in Section 7.03."

                           (ii) Section 7.01 of the Financing Agreement is
         hereby amended by adding the following new subsection (s):

                  "(s) Retention of Rothschild. In the event that Rothschild
         ceases for any reason to be actively engaged by the Borrowers to, among
         other things, assist the Borrowers with respect to the evaluation of
         potential asset divestitures, including the exploration of the
         potential sale of some or all of the assets comprising the Borrowers'
         Pharmaceuticals Division, as well as other assets that are no longer
         strategic to the Borrowers' long-term business plan (the "Sale
         Process"), Borrowers shall (i) within 2 days thereof, provide the
         Collateral Agent with written notice of such cessation of engagement
         and (ii) within 20 days thereof, retain, and continue at all times
         thereafter the retention of, a financial advisor in replacement thereof
         acceptable to the Collateral Agent. The scope of such retention and the
         duties of such replacement financial advisor shall be acceptable to the
         Collateral Agent."

                  (o) Financial Covenants. Section 7.03 of the Financing
Agreement is hereby amended in its entirety to read as follows:

                  "Section 7.03 Financial Covenants. So long as any principal of
         or interest on any Loan, Letter of Credit Obligation or any other
         Obligation (whether or not due) shall remain unpaid or any Lender shall
         have any Commitment hereunder, each Loan Party shall not, unless the
         Required Lenders shall otherwise consent in writing:

                           (a) Intentionally Omitted.

                                      -12-

<PAGE>

                           (b) Leverage Ratio. Permit the Leverage Ratio of the
         Parent and its Subsidiaries as of the end of each period of four (4)
         consecutive fiscal quarters of the Parent and its Subsidiaries for
         which the last quarter ends on a date set forth below to be greater
         than the applicable ratio set forth below:

                        Fiscal Quarter End             Leverage Ratio
                        ------------------             --------------

                        September 30, 2004               2.75:1.00

                        December 31, 2004                2.75:1.00

                        March 31, 2005                   2.65:1.00

                        June 30, 2005                    2.60:1.00

                        September 30, 2005               2.50:1.00

                        December 31, 2005                2.40:1.00

                        March 31, 2006                   2.40:1.00

                        June 30, 2006                    2.40:1.00

                        September 30, 2006               2.25:1.00

                        December 31, 2006                2.25:1.00

                        March 31, 2007                   2.25:1.00

                        June 30, 2007                    2.25:1.00


         Notwithstanding the foregoing, (i) if Consolidated EBITDA of the Parent
         and its Subsidiaries for the fiscal quarter of the Parent and its
         Subsidiaries ended September 30, 2004 is greater than $2,000,000, then
         the Leverage Ratio of the Parent and its Subsidiaries shall not be
         tested under this Section 7.03(b) as of the end of such period, (ii) if
         Consolidated EBITDA of the Parent and its Subsidiaries for the 2 fiscal
         quarters of the Parent and its Subsidiaries ended December 31, 2004 is
         greater than $10,500,000, then the Leverage Ratio of the Parent and its
         Subsidiaries shall not be tested under this Section 7.03(b) as of the
         end of such period, and (iii) if Consolidated EBITDA of the Parent and
         its Subsidiaries for the fiscal quarter of the Parent and its
         Subsidiaries ended March 31, 2005 is greater than $8,100,000, then the
         Leverage Ratio of the Parent and its Subsidiaries shall not be tested
         under this Section 7.03(b) as of the end of such period.


                           (c) Fixed Charge Coverage Ratio. Permit the Fixed
         Charge Coverage Ratio of the Parent and its Subsidiaries as at the end
         of each period set forth below to be less than the applicable ratio set
         forth below:

                               Period                Fixed Charge Coverage Ratio
                               ------                ---------------------------

                     The 1 fiscal quarter period             1.10:1.00
                     ending September 30, 2004

                     The 2 fiscal quarter period             1.10:1.00
                     ending December 31, 2004

                                      -13-

<PAGE>

                               Period                Fixed Charge Coverage Ratio
                               ------                ---------------------------

                     The 3 fiscal quarter period             1.20:1.00
                     ending March 31, 2005

                     The 4 fiscal quarter period             1.25:1.00
                     ending June 30, 2005

                     The 4 fiscal quarter period             1.30:1.00
                     ending September 30, 2005

                     The 4 fiscal quarter period             1.35:1.00
                     ending December 31, 2005

                     The 4 fiscal quarter period             1.40:1.00
                     ending March 31, 2006

                     The 4 fiscal quarter period             1.40:1.00
                     ending June 30, 2006

                     The 4 fiscal quarter period             1.50:1.00
                     ending September 30, 2006

                     The 4 fiscal quarter period             1.50:1.00
                     ending December 31, 2006

                     The 4 fiscal quarter period             1.50:1.00
                     ending March 31, 2007

                     The 4 fiscal quarter period             1.50:1.00
                     ending June 30, 2007


         Notwithstanding the foregoing, (i) if Consolidated EBITDA of the Parent
         and its Subsidiaries for the fiscal quarter of the Parent and its
         Subsidiaries ended September 30, 2004 is greater than $2,000,000, then
         the Fixed Charge Coverage Ratio of the Parent and its Subsidiaries
         shall not be tested under this Section 7.03(c) as of the end of such
         period, (ii) if Consolidated EBITDA of the Parent and its Subsidiaries
         for the 2 fiscal quarters of the Parent and its Subsidiaries ended
         December 31, 2004 is greater than $10,500,000, then the Fixed Charge
         Coverage Ratio of the Parent and its Subsidiaries shall not be tested
         under this Section 7.03(c) as of the end of such period, and (iii) if
         Consolidated EBITDA of the Parent and its Subsidiaries for the fiscal
         quarter of the Parent and its Subsidiaries ended March 31, 2005 is
         greater than $8,100,000, then the Fixed Charge Coverage Ratio of the
         Parent and its Subsidiaries shall not be tested under this Section
         7.03(c) as of the end of such period.


                           (d) Excess Availability. Permit Excess Availability
         at any time to be less than an amount equal to the sum of (i) (A) prior
         to the date of the termination of the Total Revolving Credit Commitment
         for any reason (and except as set forth in clause (B) of this Section
         7.03(d)), $5,000,000, (B) during the period from and including March
         31, 2005 through and including May 15, 2005, $15,000,000 and (C) at all
         other times, $10,000,000 and (ii) 50% times the amount of Specified
         Costs and Expenses incurred in excess of $2,500,000."

                                      -14-

<PAGE>

                  (p) Events of Default. Section 9.01 of the Financing Agreement
is hereby amended as follows:

                           (i) Section 9.01(c)(i) is hereby amended in its
         entirety to read as follows:

                  "(i) fail to perform or comply with any covenant or agreement
         contained in Section 5.03, Sections 7.01(a)(viii), 7.01(c),
         7.01(d)(i)(A), 7.01(f), 7.01(h) (other than with respect to the
         delivery of insurance policies thereunder), 7.01(n), 7.01(p), 7.01(r)
         or 7.01(s), Section 7.02, Section 7.03 (other than Section 7.03(a) and,
         during the period from October 1, 2004 through and including November
         30, 2004, Section 7.03(d)) or Article VIII, or any Loan Party shall
         fail to perform or comply with any covenant or agreement contained in
         the Fee Letter, any Security Agreement to which it is a party, any
         Pledge Agreement to which it is a party, or any Mortgage to which it is
         a party;"

                           (ii) Section 9.01 of the Financing Agreement is
         hereby amended by deleting the "or" at the end of clause (v) therein,
         inserting "or" after the semicolon at the end of clause (w) therein and
         inserting the following new clause (x):

                  "(x) the Borrowers shall fail to pursue in good faith the Sale
         Process;"

                  (q) Assignments and Participations. Section 12.07(b)(iii) of
the Financing Agreement is hereby amended by deleting subclause (x) therein and
substituting in lieu thereof the following:

         "(x) in the case of an assignment by a Lender to one or more other
         lenders or other entities of all or a portion of its Term Loan
         Commitment and the Term Loan made by it or of its Supplemental Term
         Loan Commitment and the Supplemental Term Loan made by it, the
         Collateral Agent and"

                  (r) Schedules. Schedule 1.01(A) to the Financing Agreement is
hereby amended in its entirety to read as set forth on Annex A attached hereto.

                  (s) Exhibit D. Clause (iii) of Exhibit D to the Financing
Agreement is hereby amended in its entirety to read as follows:

                  "(iii) The Proposed Loan is [a Revolving Loan] [a portion of
         the Supplemental Term Loan]".

                  (t) Exhibit E. The second paragraph of Exhibit E to the
Financing Agreement is hereby amended by deleting the phrase "[a portion of the
Term Loan]" therein and substituting in lieu thereof "[a portion of the
[Supplemental] Term Loan]".

         3. Waiver and Consent.

                  (a) Pursuant to the request of the Borrowers and in accordance
with Section 12.02 of the Financing Agreement, the Agents and the Lenders hereby
(i) consent to, and

                                      -15-

<PAGE>

waive any Event of Default that has or would otherwise arise
under Section 9.01(a) or Section 9.01(c) of the Financing Agreement by reason
of, the occurrence of the Calcitriol Disposition.

                  (b) The waivers and consents in this Section 3 shall be
effective only in this specific instance and for the specific purpose set forth
herein and do not allow for any other or further departure from the terms and
conditions of the Financing Agreement or any other Loan Document, which terms
and conditions shall continue in full force and effect.

         4. Additional Lenders. Each of the Borrowers, the Agents and the
existing Lenders hereby consents to [SPCP Group LLC and SPCP Group III, L.L.C.
(each an "Additional Lender")] becoming a Lender under the Financing Agreement.
Commencing on the Fourth Amendment Effective Date, each Additional Lender will
be a party to the Financing Agreement, agrees to be bound by the terms and
conditions of the Financing Agreement and the Loan Documents and will have all
of the rights and obligations of a Lender under the Financing Agreement and the
Loan Documents.

         5. Conditions Precedent. This Amendment shall become effective only
upon satisfaction in full of the following conditions precedent (the first date
upon which all such conditions have been satisfied being herein called the
"Fourth Amendment Effective Date"):

                  (a) Representations and Warranties; No Event of Default. The
representations and warranties contained herein, in Article VI of the Financing
Agreement and in each other Loan Document are true and correct on and as of the
Fourth Amendment Effective Date as though made on and as of such date, except to
the extent that any such representation or warranty expressly relates solely to
an earlier date (in which case such representation or warranty shall be true and
correct on and as of such earlier date); and no Default or Event of Default
shall have occurred and be continuing on the Fourth Amendment Effective Date
either immediately before or after giving effect to this Amendment in accordance
with its terms.

                  (b) Delivery of Documents. The Collateral Agent shall have
received on or before the Fourth Amendment Effective Date, the following, each
in form and substance reasonably satisfactory to the Collateral Agent and,
unless otherwise indicated, dated as of the Fourth Amendment Effective Date:

                           (i) counterparts of this Amendment, duly executed by
         the Borrowers, the Agents and the Lenders;

                           (ii) counterparts of the Second Amendment to Fee
         Letter, dated as of the date hereof, duly executed by the Borrowers and
         the Agents;

                           (iii) an amendment to each Mortgage, in form and
         substance reasonably satisfactory to the Collateral Agent, duly
         executed by the applicable Loan Party, with respect to each Facility;

                           (iv) a copy of the resolutions of each Loan Party,
         certified as of the Fourth Amendment Effective Date by an Authorized
         Officer thereof, authorizing the execution and delivery of this
         Amendment and the other documents to be executed and

                                      -16-

<PAGE>

         delivered by such Person in connection herewith and authorizing the
         transactions contemplated hereby;

                           (v) a certificate of an Authorized Officer of each
         Loan Party, certifying the names and true signatures of the
         representatives of such Loan Party authorized to sign this Amendment
         and the other documents to be executed and delivered by such Person in
         connection herewith, together with evidence of the incumbency of such
         Authorized Officers;

                           (vi) a certificate of an Authorized Officer of the
         Parent, certifying that the Borrowers on a consolidated basis are
         Solvent;

                           (vii) a certificate of an Authorized Officer of each
         Loan Party, certifying as to the matters set forth in clause (a) of
         this Section 5;

                           (viii) an opinion of in-house counsel for the Loan
         Parties and of Robinson, Bradshaw & Hinson, P.A., counsel to the Loan
         Parties, as to such matters as the Lenders may reasonably request
         including, without limitation, an opinion of Robinson, Bradshaw &
         Hinson, P.A. that the Loans made pursuant to the Financing Agreement
         (including the Supplemental Term Loan) constitute "Permitted Debt",
         "Senior Debt" and "Designated Senior Debt" under the Senior
         Subordinated Note Indenture or some derivation thereof reasonably
         satisfactory to the Collateral Agent; and

                           (ix) such other agreements, instruments, approvals,
         opinions and other documents as the Collateral Agent may reasonably
         request.

                  (c) Proceedings. All proceedings in connection with the
transactions contemplated by this Amendment, and all documents incidental
hereto, shall be reasonably satisfactory to the Collateral Agent and its
counsel.

                  (d) Senior Subordinated Note Indenture. The Loan Parties shall
have obtained irrevocable consents of the requisite Senior Subordinated Note
Holders with respect to (i) the waiver of all defaults under the Senior
Subordinated Note Indenture (other than the default related to the payment of
the interest payment due October 1, 2004 on the Senior Subordinated Notes, which
interest payment will be paid substantially concurrently with the initial
borrowing of the Supplemental Term Loan) and (ii) the increase in the Total
Commitment under the Financing Agreement to $180,000,000. The Collateral Agent
shall be satisfied in its sole discretion that the Loans made pursuant to the
Financing Agreement (including the Supplemental Term Loan) constitute "Permitted
Debt", "Senior Debt" and "Designated Senior Debt" under the Senior Subordinated
Note Indenture and that any supplemental indenture delivered in connection with
the foregoing shall have become effective.

                  (e) Fees, Etc. The Borrowers shall have paid all fees, costs,
expenses and taxes then payable by the Borrowers pursuant to the Financing
Agreement and the other Loan Documents, including, without limitation, Section
2.06 and 12.04 of the Financing Agreement.

                                      -17-

<PAGE>

                  (f) Effective Date. The Fourth Amendment Effective Date shall
have occurred on or before Friday, October 29, 2004.

         6. Condition Subsequent. The obligation of the Agents or any Lender to
maintain the Loans and Letters of Credit after the Fourth Amendment Effective
Date is subject to the conditions subsequent that (i) the Borrowers issue the
press release attached hereto as Annex B with respect to this Amendment not
later than the opening of business on Monday, October 25, 2004, as such date may
be extended with the consent of the Agents, and (ii) the Borrowers file Form 8-K
with the SEC, together with a copy of this Amendment, not later than the opening
of business on Monday, October 25, 2004, as such date may be extended with the
consent of the Agents.

         7. Representations and Warranties. Each Borrower represents and
warrants as follows:

                  (a) Organization, Good Standing, Etc. Each Borrower (i) is a
corporation or limited liability company, as the case may be, duly organized,
validly existing and in good standing under the laws of the state of its
organization other than to the extent that the failure to be in good standing in
such state could not reasonably be expected to have a Material Adverse Effect
and (ii) has all requisite power and authority to execute, deliver and perform
this Amendment, and to perform the Financing Agreement, as amended hereby.

                  (b) Authorization, Etc. The execution, delivery and
performance by each Borrower of this Amendment and the performance by each
Borrower of the Financing Agreement, as amended hereby (i) have been duly
authorized by all necessary action, (ii) do not and will not violate or create a
default under any such Borrower's organizational documents or any applicable law
or any material term of any Material Contract, and (iii) except as provided in
the Loan Documents, do not and will not result in or require the creation of any
Lien upon or with respect to any of such Borrower's property.

                  (c) Governmental Approvals. No authorization or approval or
other action by, and no notice to or filing with, any Governmental Authority or
other regulatory body is required in connection with (i) the due execution,
delivery and performance by each Borrower of this Amendment or (ii) the
performance by each Borrower of the Financing Agreement, as amended hereby.

                  (d) Enforceability of Loan Documents. Each of this Amendment
and the Financing Agreement, as amended hereby, and the other Loan Documents, is
a legal, valid and binding obligation of each Borrower party hereto, enforceable
against such Borrower in accordance with the terms thereof, except as
enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or other similar laws affecting creditors' rights
generally.

                  (e) Representations and Warranties; No Default. The
representations and warranties contained herein, in Article VI of the Financing
Agreement and in each other Loan Document are true and correct on and as of the
Fourth Amendment Effective Date as though made on and as of such date, except to
the extent that any such representation or warranty

                                      -18-

<PAGE>

expressly relates solely to an earlier date (in which case such representation
or warranty shall be true and correct on and as of such earlier date); and no
Default or Event of Default shall have occurred and be continuing on the Fourth
Amendment Effective Date either immediately before or after giving effect to
this Amendment in accordance with its terms.

         8. Continued Effectiveness of the Financing Agreement.

                  (a) Ratifications. Except as otherwise expressly provided
herein, (i) the Financing Agreement and the other Loan Documents are, and shall
continue to be, in full force and effect and are hereby ratified and confirmed
in all respects, except that on and after the Fourth Amendment Effective Date
(A) all references in the Financing Agreement to "this Agreement", "hereto",
"hereof", "hereunder" or words of like import referring to the Financing
Agreement shall mean the Financing Agreement as amended by this Amendment and
(B) all references in the other Loan Documents to the "Financing Agreement",
"thereto", "thereof", "thereunder" or words of like import referring to the
Financing Agreement shall mean the Financing Agreement as amended by this
Amendment, (ii) to the extent that the Financing Agreement or any other Loan
Document purports to pledge to the Collateral Agent, or to grant to the
Collateral Agent a security interest in or lien on, any collateral as security
for the Obligations, such pledge or grant of a security interest or lien is
hereby ratified and confirmed in all respects, and (iii) the execution, delivery
and effectiveness of this Amendment shall not operate as an amendment of any
right, power or remedy of the Agents or the Lenders under the Financing
Agreement or any other Loan Document, nor constitute an amendment of any
provision of the Financing Agreement or any other Loan Document.

                  (b) No Waivers. This Amendment is not a waiver of, or consent
to, any Default or Event of Default now existing or hereafter arising under the
Financing Agreement or any other Loan Document and the Agents and the Lenders
expressly reserve all of their rights and remedies under the Financing Agreement
and the other Loan Documents, under applicable law or otherwise.

                  (c) Amendment as Loan Document. Each Borrower confirms and
agrees that this Amendment shall constitute a Loan Document under the Financing
Agreement. Accordingly, it shall be an Event of Default under the Financing
Agreement if any representation or warranty made or deemed made by any Borrower
under or in connection with this Amendment shall have been incorrect in any
material respect when made or deemed made or if any Borrower fails to perform or
comply with any covenant or agreement contained herein.

         9. Release. Each Borrower hereby acknowledges and agrees that: (a)
neither it nor any of its Affiliates has any claim or cause of action against
any Agent or any Lender (or any of their respective Affiliates, officers,
directors, employees, attorneys, consultants or agents) and (b) each Agent and
each Lender has heretofore properly performed and satisfied in a timely manner
all of its obligations to the Borrowers and their Affiliates under the Financing
Agreement and the other Loan Documents. Notwithstanding the foregoing, the
Agents and the Lenders wish (and the Borrowers agree) to eliminate any
possibility that any past conditions, acts, omissions, events or circumstances
would impair or otherwise adversely affect any of the Agents' and the Lenders'
rights, interests, security and/or remedies under the Financing Agreement and
the other Loan Documents. Accordingly, for and in consideration of the
agreements contained in this

                                      -19-

<PAGE>

Amendment and other good and valuable consideration, each Borrower (for itself
and its Affiliates and the successors, assigns, heirs and representatives of
each of the foregoing) (collectively, the "Releasors") does hereby fully,
finally, unconditionally and irrevocably release and forever discharge each
Agent, each Lender and the L/C Issuer and each of their respective Affiliates,
officers, directors, employees, attorneys, consultants and agents (collectively,
the "Released Parties") from any and all debts, claims, obligations, damages,
costs, attorneys' fees, suits, demands, liabilities, actions, proceedings and
causes of action, in each case, whether known or unknown, contingent or fixed,
direct or indirect, and of whatever nature or description, and whether in law or
in equity, under contract, tort, statute or otherwise, which any Releasor has
heretofore had or now or hereafter can, shall or may have against any Released
Party by reason of any act, omission or thing whatsoever done or omitted to be
done on or prior to the Fourth Amendment Effective Date arising out of,
connected with or related in any way to this Amendment, the Financing Agreement
or any other Loan Document, or any act, event or transaction related or
attendant thereto, or the agreements of any Agent or any Lender contained
therein, or the possession, use, operation or control of any of the assets of
any Borrower, or the making of any Loans or other advances, or the management of
such Loans or advances or the Collateral.

         10. Miscellaneous.

                  (a) Counterparts. This Amendment may be executed in any number
of counterparts and by different parties hereto in separate counterparts, each
of which shall be deemed to be an original, but all of which taken together
shall constitute one and the same agreement. Delivery of an executed counterpart
of this Amendment by telefacsimile or electronic mail shall be equally effective
as delivery of an original executed counterpart of this Amendment.

                  (b) Headings. Section and paragraph headings herein are
included for convenience of reference only and shall not constitute a part of
this Amendment for any other purpose.

                  (c) Governing Law. This Amendment shall be governed by, and
construed in accordance with, the laws of the State of New York.

                  (d) Expenses. The Borrowers will pay on demand all reasonable
fees, costs and expenses of the Agents in connection with the preparation,
execution and delivery of this Amendment and all documents incidental hereto,
including, without limitation, the reasonable fees, disbursements and other
charges of Schulte Roth & Zabel LLP, counsel to the Collateral Agent.



                                      -20-

<PAGE>

         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective officers thereunto duly authorized, as of the date
first above written.

                                          BORROWERS:


                                          AAIPHARMA INC.


                                          By: /s/ Ludo Reynders
                                              ----------------------------------
                                              Name:  Ludo Reynders
                                              Title: President & CEO


                                          APPLIED ANALYTICAL INDUSTRIES LEARNING
                                          CENTER, INC.


                                          By: /s/ Gregory S. Bentley
                                              ----------------------------------
                                              Name:  Gregory S. Bentley
                                              Title: Vice President


                                          AAI TECHNOLOGIES, INC.


                                          By: /s/ Gregory S. Bentley
                                              ----------------------------------
                                              Name:  Gregory S. Bentley
                                              Title: Vice President


                                          AAI PROPERTIES, INC.


                                          By: /s/ Gregory S. Bentley
                                              ----------------------------------
                                              Name:  Gregory S. Bentley
                                              Title: Vice President


                                          AAI JAPAN, INC.


                                          By: /s/ Gregory S. Bentley
                                              ----------------------------------
                                              Name:  Gregory S. Bentley
                                              Title: Vice President


                                          KANSAS CITY ANALYTICAL SERVICES, INC.


                                          By: /s/ Gregory S. Bentley
                                              ----------------------------------
                                              Name:  Gregory S. Bentley
                                              Title: Vice President

<PAGE>

                                          AAI DEVELOPMENT SERVICES, INC.


                                          By: /s/ Gregory S. Bentley
                                              ----------------------------------
                                              Name:  Gregory S. Bentley
                                              Title: Vice President


                                          AAIPHARMA LLC


                                          By: /s/ Gregory S. Bentley
                                              ----------------------------------
                                              Name:  Gregory S. Bentley
                                              Title: Vice President


                                          AAI DEVELOPMENT SERVICES, INC.


                                          By: /s/ Gregory S. Bentley
                                              ----------------------------------
                                              Name:  Gregory S. Bentley
                                              Title: Vice President



                                      -2-

<PAGE>

                                          COLLATERAL AGENT:
                                          ----------------


                                          SILVER POINT FINANCE, LLC,
                                          as Collateral Agent


                                          By: /s/ Jeffrey A. Gelfand
                                              ----------------------------------
                                              Name:  Jeffrey A. Gelfand
                                              Title: Chief Financial Officer



                                          ADMINISTRATIVE AGENT:
                                          --------------------


                                          BANK OF AMERICA, N.A.,
                                          as Administrative Agent


                                          By: /s/ Annie Cuenco
                                              ----------------------------------
                                              Name:  Annie Cuenco
                                              Title: Assistant Vice President



                                          LENDERS:


                                          BANK OF AMERICA, N.A.,
                                          as L/C Issuer


                                          By: /s/ Timothy L. Isom
                                              ----------------------------------
                                              Name:  Timothy L. Isom
                                              Title: Principal


                                          BANK OF AMERICA, N.A.,
                                          as a Lender


                                          By: /s/ Timothy L. Isom
                                              ----------------------------------
                                              Name:  Timothy L. Isom
                                              Title: Principal


                                          SEA PINES FUNDING LLC,
                                          as a Lender


                                          By: /s/ Diana M. Himes
                                              ----------------------------------
                                              Name:  Diana M. Himes
                                              Title: Assistant Vice President

                                      -3-

<PAGE>

                                          TRS THEBE LLC,
                                          as a Lender


                                          By: /s/ Alice L. Wagner
                                              ----------------------------------
                                              Name:  Alice L. Wagner
                                              Title: Vice President


                                          SIL LOAN FUNDING LLC,
                                          as a Lender


                                          By: /s/ Jason Trala
                                              ----------------------------------
                                              Name:  Jason Trala
                                              Title: Attorney-in-Fact


                                          SILVER POINT ONSHORE CDO, LLC,
                                          as a Lender


                                          By: /s/ Jeffrey A. Gelfand
                                              ----------------------------------
                                              Name:  Jeffrey A. Gelfand
                                              Title: Chief Financial Officer


                                          GOLDMAN SACHS CREDIT PARTNERS L.P.,
                                          as a Lender


                                          By: /s/ Buckley Ratchford
                                              ----------------------------------
                                              Name:  Buckley Ratchford
                                              Title: Managing Director


                                      -4-


<PAGE>

                                          ADDITIONAL LENDERS:


                                          SPCP GROUP LLC,
                                          as a Lender


                                          By: /s/ Jeffrey A. Gelfand
                                              ----------------------------------
                                              Name:  Jeffrey A. Gelfand
                                              Title: Chief Financial Officer


                                          SPCP GROUP III, L.L.C.,
                                          as a Lender


                                          By: /s/ Jeffrey A. Gelfand
                                              ----------------------------------
                                              Name:  Jeffrey A. Gelfand
                                              Title: Chief Financial Officer






                                      -5-