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                                                                EXHIBIT 10.35

                             LOAN COMMITMENT LETTER

August 21, 1996

William Hurd, President and COO
Caraco Pharmaceutical Laboratories Ltd.
1350 Elijah McCoy Drive
Detroit, Michigan 48202


Dear Bill:

Each of the undersigned, David A. Hagelstein, Jay F. Joliat, and John Morris
(each a "Lender", and collectively the "Lenders"), hereby commits to Caraco
Pharmaceutical Laboratories Ltd., a Michigan corporation (the "Borrower") to
lend the amount of one hundred thousand dollars ($100,000), in accordance with
the terms and conditions of this Loan Commitment Letter (the "Commitment").
This Commitment is subject to the satisfaction of all the conditions set forth
herein.

(1)     Commitment Amount.  Each Lender will loan the amount of one hundred
        thousand dollars ($100,000), such that all three Lenders in aggregate
        will loan the amount of three hundred thousand dollars ($300,000) to
        Borrower on the Closing Date (the "Loan").

(2)     Closing Date.  Subject to the satisfaction of the terms and conditions
        of this Commitment, the Loan will be funded on August 31, 1996, or
        such other date as is satisfactory to the Lenders (the "Closing Date").

(3)     Promissory Notes.  On the Closing Date, the Borrower will execute three
        promissory notes (the "Notes"), each in the principal amount of
        $100,000, each payable to one Lender. The form and substance of each
        Note must be satisfactory to the Lenders. Interest will accrue under
        each Note at the per annum rate of fourteen percent (14%) so long as
        there shall be no event of default, and at the per annum rate of
        eighteen percent (18%) so long as there shall be an event of default.
        Interest will be payable monthly, commencing on the one month
        anniversary of the Closing Date. The entire principal balance, together
        will all interest and other charges due and payable under the Note, will
        be due and payable upon the first to occur of the one year anniversary
        of the Closing Date or demand by the Lenders.

(4)     Prepayment.  Borrower shall be permitted to prepay the Note at any
        time, without penalty, provided all prepayments will be applied first to
        the payment of any fees or charges due under the Note, if any, second to
        the payment of all outstanding interest, and third to the payment of all
        outstanding principal in the inverse order of maturity.

(5)     Security Agreement.  On the Closing  Date, in order to secure the full,
        prompt and faithful performance by the Borrower of its obligations under
        the Note, the Borrower will execute and deliver one or more loan and
        security agreements (the "Security Agreements"), in form and substance
        satisfactory to the Lenders, pursuant to which the Borrower will grant
        to the Lenders a first, prior and senior, and continuing security
        interest in and to all

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        "Collateral". The term "Collateral" refers collectively to all of the
        Borrower's tangible and intangible personal property, whether now owned
        or hereafter acquired, or in which Borrower now has or may hereafter
        acquire an interest, including without limitation all of the following
        items of property:

        (a)  all of Borrower's accounts, accounts receivable, notes receivable,
             and other rights of Borrower in and to payments due for goods sold
             or services rendered, whether owned, existing, or arising as of or
             subsequent to the Closing Date;

        (b)  all of Borrower's inventory (whether raw materials, work in
             process, or finished goods), supplies, parts, and goods, whether
             owned, existing, or arising as of or subsequent to the Closing
             Date;

        (c)  all of Borrower's furniture, fixtures, machinery, equipment, tools,
             leasehold improvements, vehicles, together with all other tangible
             personal property, whether owned, existing, or arising as of
             subsequent to the Closing Date:

        (d)  all contract rights, chattel paper, leases and other general
             intangibles, including without limitation all rights to any refund
             or any taxes assessed against or paid by Borrower, insurance
             premium refunds, unearned premiums, insurance proceeds, choses in
             action, goodwill, going concern value, trademarks, copyrights,
             service marks, tradenames, and patents, technology and knowhow,
             whether owned, existing, or arising as of or subsequent to the
             Closing Date, including without limitation all new drug
             applications to, and approvals of such applications from, the
             Federal Drug Administration;

        (e)  all securities held by or issued to Borrower, including without
             limitation all shares of stock, warrants, options, and debentures,
             whether owned, existing, or arising as of or subsequent to the
             Closing Date;

        (f)  all instruments, documents of title, policies and certificates of
             insurance, bank deposits, deposit accounts, checking accounts and
             cash, whether owned, existing, or arising as of or subsequent to
             the Closing Date;

        (g)  any and all proceeds (of sale, insurance, or otherwise),
             replacements, substitutions, additions, improvements, products, and
             accessions to, for or of the foregoing; and

        (h)  all books, records and documents relating to all of the foregoing.

        The Lenders' rights in the Collateral will be perfected by the filing of
        Uniform Commercial Code Financing Statements (Forms UCC-1 and UCC-1A) in
        the State of Michigan and Wayne County, Michigan, and the Borrower shall
        also execute and deliver such other instruments and do such other things
        as is necessary from time to time to grant to Lenders a first, prior and
        senior security interest in and to the Collateral.

(6)     Inter-Creditor Agreement.  The Lenders agree to enter into an
        "Inter-Creditor Agreement", in form and substance satisfactory to
        the Lenders, which will provide, among


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        other things, for the relative rights and remedies of the Lenders with
        respect to the Loan and Collateral.

(7)     Fees.  In consideration of the Lenders' commitment to make the Loan
        pursuant to this Commitment, Borrower will pay all attorneys' fees,
        financing statement filing fees, and other costs, fees and expenses
        incurred by Borrower pursuant to the making, maintenance, collection,
        and enforcement of the Loan, including without limitation document
        preparation costs for this Commitment, the Notes, the Security
        Agreements, and the Inter-Creditor Agreement (collectively, the "Loan
        Documents") not to exceed $3,000.

(8)     Indemnification.  In further consideration of the Lenders' commitment
        to make the Loan pursuant to this Commitment, Borrower agrees to
        indemnify, defend and hold harmless the Lenders from and against all
        damages, liabilities, losses, costs, and expenses, including without
        limitation attorneys' fees, arising out of or relating to any claims
        brought by reason of the extension of the Loan or the transactions
        contemplated hereby, except to the extent of a Lender's willful
        misconduct.

(9)     Conditions to Closing.  The satisfaction of the following conditions
        shall be conditions precedent to the making of the Loan:

        (a)     On or before the Closing Date, the Borrower's board of
                directors shall have been reduced from 11 to 7 members, such
                that 4 members shall have resigned, provided, the Lender, in its
                discretion, shall be satisfied as to the composition of the
                board of directors as of the Closing Date.

        (b)     On or before the Closing Date, the Lenders shall have reviewed
                and approved, within their discretion, the budget and all
                expenditures of the Borrower for the balance of the current
                fiscal year.

        (c)     On or before the Closing Date, the Lenders shall have reviewed
                and approved, within their discretion, the continuing employment
                status and wage rates of all employees, and all employment
                policies and contracts.

        (d)     the Lenders shall be satisfied, in their sole determination,
                that there shall not have occurred any material adverse change
                in the Borrower's business, operations, property, condition or
                prospects, whether financial or otherwise.

(10)    Affirmative and Negative Covenants.  So long as Borrower shall be
        indebted to the Lenders under the Notes, Lender agrees as follows:

        (a)     No dividends or distributions, whether in cash, stock or other
                property, shall be declared or paid to any shareholder.

        (b)     The Borrower shall not enter into, or agree or make any
                agreement to enter into, any transaction outside of the
                ordinary course of business.


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        (c)     All budgets and expenditures shall be approved in advance by the
                Lenders, within their discretion.

        (d)     The continuing employment status and wage rates of all
                employees, and all employment policies and contracts, shall be
                approved in advance by the Lenders, within their discretion.

(11)    Events of Default.  The occurrence of any one or more of the following
        events, among such other occurrences as may be provided for in the
        Notes, will be an event of default under each Note:

        (a)     The failure of Borrower to make any payment, as and when due, of
                principal, interest or any other charge due and payable under
                the Notes and/or under any other evidences of indebtedness of
                the Borrower to any person;

        (b)     The death or termination of employment with the Borrower,
                without regard to the reason or lack of reason therefor, of
                William Hurd;

        (c)     Either Borrower shall voluntarily apply for the appointment of a
                custodian, trustee or receiver to take custody or dispose of any
                substantial portion of assets; or a court of competent
                jurisdiction shall appoint a custodian, trustee or receiver to
                take custody or dispose of any substantial portion of the assets
                of the Borrower pursuant to any involuntary proceeding, and
                either (i) Borrower shall indicate approval of, consent to, or
                acquiescence to such appointment, or (ii) such custodian,
                trustee, or receiver shall not be discharged within thirty (30)
                days; or Borrower shall voluntarily seek protection from
                creditors under any applicable state or federal bankruptcy,
                liquidation or dissolution, insolvency, or debt reorganization
                laws; or any of Borrower's creditors shall institute any
                proceeding against Borrower under any applicable state or
                federal bankruptcy, liquidation or dissolution, insolvency, or
                debt reorganization laws, and the same shall not be dismissed or
                discharged within thirty (30) days;

        (d)     The temporary or permanent liquidation, dissolution, or other
                discontinuance of the Borrower's corporate existence; the merger
                or consolidation of Borrower; the sale or transfer of all or
                substantially all of Borrower's assets; and/or the sale or
                transfer of not less than 50% of the outstanding shares of
                capital stock of the Borrower;

        (e)     There shall be more than seven persons on the Borrower's board
                of directors, and/or any one or more of the Lenders shall not be
                a member of the Borrower's board of directors; and/or

        (f)     The occurrence of any breach or violation by Borrower under any
                of the Loan Documents.

(12)    Expiration.  This Commitment shall expire at 5:00 pm (Eastern Standard
        Time) on August 22, 1996, unless by that time and date, the Lenders
        shall have received a signed copy of this Commitment.


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(13)  General Provisions.  This Commitment shall be governed by, construed,
      interpreted, and enforced in accordance with the internal laws of the
      State of Michigan. This Commitment may not be modified orally or by
      contrary course of conduct, and no modification shall be effective unless
      in writing and signed by the Lenders. This Commitment inures solely to the
      benefit of the Borrower and may not be assigned or transferred by
      Borrower. This Commitment may be negotiated and transferred by the
      Lenders. BORROWER CONSENTS TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF
      THE STATE OF MICHIGAN FOR ANY DISPUTES ARISING UNDER THIS COMMITMENT.
      BORROWER EXPRESSLY WAIVES ALL OBJECTIONS IT NOW HAS OR MAY HAVE TO VENUE,
      WHETHER BASED ON INCONVENIENCE OR ANY OTHER REASON. TO THE EXTENT THAT
      BORROWER HAS OR HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM THE JURISDICTION
      OF ANY COURT OR FROM ANY LEGAL PROCESS, HOWSOEVER OCCURRING, WITH RESPECT
      TO BORROWER OR ITS PROPERTIES, BORROWER HEREBY IRREVOCABLY WAIVES SUCH
      IMMUNITY. BORROWER HEREBY VOLUNTARILY AND IRREVOCABLY WAIVES TRIAL BY JURY
      IN ANY ACTION OR SUIT BROUGHT UNDER OR PURSUANT TO THIS COMMITMENT.


       Very truly yours,


       DAVID A. HAGELSTEIN
       --------------------------------
       David A. Hagelstein


       JAY F. JOLIAT
       --------------------------------
       Jay F. Joliat


       JOHN MORRIS
       --------------------------------
       John Morris


       The foregoing is hereby agreed and accepted:

       Caraco Pharmaceutical Laboratories, Inc.


       By        WILLIAM R. HURD
          ------------------------------
              William Hurd, President

       Date:  9/6/96


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