EXHIBIT 10.2

                        NONEXCLUSIVE SUBLICENSE AGREEMENT

     THIS  AGREEMENT,  entered  into this 27th day of June,  2002 by and between
First Horizon Pharmaceutical Corporation, a corporation of the State of Delaware
having its  principal  address at 6195 Shiloh Road,  Alpharetta,  Georgia  30005
(hereinafter  referred to as "FHRX")  and Jame Fine  Chemicals  Inc.  (d/b/a JFC
Technologies),  a  corporation  of the State of New Jersey  having its principal
address at 100 West Main  Street,  P.O. Box 669,  Bound Brook,  New Jersey 08805
(hereinafter referred to as "JFC");

     WITNESSETH THAT:

     WHEREAS,  JFC is a manufacturer  of bulk active  ingredients  useful in the
preparation of pharmaceutical formulations;

     WHEREAS,   JFC  is  a   manufacturer   of   dextromethorphan   tannate  and
dexchlorpheniramine  tannate (hereinafter  collectively referred to as "Licensed
Products");

     WHEREAS,  JFC has  developed,  over a  considerable  period  of time and at
considerable  monetary  expense,  a body of technical  information  (hereinafter
being defined and referred to as "JFC's Technical  Information") relating to the
manufacture and use of Licensed Products;

     WHEREAS,  JFC has  developed,  over a  considerable  period  of time and at
considerable  monetary expense,  United States patent applications  covering the
manufacturer,  use and sale of Licensed  Products,  and JFC  anticipates  filing
further  United  States  patent  applications  (hereinafter  being  defined  and
referred to as "JFC's Patent Rights") covering the manufacturer, use and sale of
Licensed  Products  (hereinafter  being defined and referred to as "JFC's Patent
Rights");

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     WHEREAS,  FHRX  is  a  specialty   pharmaceutical  company  which  markets,
distributes and sells pharmaceutical formulations;

     WHEREAS,  Unisource  Corporation,  a  corporation  of the State of Colorado
having a principal  address at 4300 Sunshine  Avenue,  Boulder,  Colorado  80302
(hereinafter  referred  to as  "UNISOURCE")  manufactures,  markets,  sells  and
distributes pharmaceutical formulations;

     WHEREAS,  pursuant to a certain "Exclusive License Agreement" of even date,
JFC  granted  FHRX  an  exclusive   license  and  right  under  JFC's  Technical
Information  and Patent  Rights to make,  have made,  use,  distribute,  market,
promote,  advertise  and sell  Licensed  Products and to make,  have made,  use,
distribute,  market,  promote,  advertise and sell  pharmaceutical  formulations
containing Licensed Products (such pharmaceutical formulations hereinafter being
defined and referred to as "Finished Dosage Products");

     WHEREAS,  pursuant to Paragraph 2.02 of said Exclusive  License  Agreement,
the  parties  provided  that FHRX would  grant a  sublicense  to JFC under JFC's
Patent Rights and JFC's Technical Information to manufacture Licensed Products;

     WHEREAS,  JFC  has  entered  into  certain  prior  supply  agreements  with
UNISOURCE  (hereinafter  referred  to as  "Existing  JFC-UNISOURCE  Agreements")
whereby UNISOURCE purchases bulk active ingredients useful in the preparation of
pharmaceutical formulations from JFC;

     WHEREAS,  FHRX has  entered  into  certain  prior  supply  agreements  with
UNISOURCE  (hereinafter  referred to as  "Existing  FHRX-UNISOURCE  Agreements")
whereby FHRX purchases pharmaceutical formulations from UNISOURCE;

     WHEREAS,  FHRX and  UNISOURCE  have  entered  into a new  supply  agreement
(hereinafter  referred to as "New  FHRX-UNISOURCE  Agreement") whereby UNISOURCE
will supply FHRX with Finished Dosage Products;



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     WHEREAS,  on even  date with  entry  into this  Agreement  and the  License
Agreement,  JFC will enter into a new  agreement or  agreements  with  Unisource
("New JFC-Unisource Agreement");

     WHEREAS,  in order to effectuate the  commercialization  of Finished Dosage
Products,  FHRX wishes to have JFC manufacture  Licensed  Products and ship such
Licensed  Products  exclusively  to  FHRX's  designated  supplier(s)  (currently
UNISOURCE)  and JFC is willing to  manufacture  Licensed  Products and ship such
Licensed Products exclusively to FHRX's designated supplier(s);

     NOW, THEREFORE,  in consideration of the foregoing  premises,  promises and
the  mutual   covenants   hereinafter   recited  and  other  good  and  valuable
consideration, the parties hereto agree as follows:

                             ARTICLE I - DEFINITIONS

     The above recitals are hereby  incorporated  into this  Agreement.  For the
purposes  of this  Agreement,  the  following  terms  shall  have the  indicated
meanings:

     1.01 "Effective Date" shall mean the date recited in the opening  paragraph
of this Agreement.

     1.02 "JFC's Technical Information" shall mean all technical information and
know-how  relating to the  manufacture and use of Licensed  Products,  including
improvements and developments  relating thereto and operating  techniques useful
therein,  acquired by JFC prior to the tenth (10th) anniversary of the Effective
Date of this Agreement.

     1.03 "JFC's Patent Rights" shall mean United States patent applications and
patents  (including,  but not limited to,  those listed on Schedule B hereto) to
the extent,  and only to the extent that they, or the claims thereof,  cover the


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manufacture,  use and/or  sale of  Licensed  Products,  compositions  containing
Licensed Products or formulations  containing  Licensed Products which are based
on inventions  conceived prior to the tenth (10th)  anniversary of the Effective
Date of this  Agreement by JFC's  employees or by others as to whose  inventions
JFC shall have the right prior to the tenth (10th)  anniversary of the Effective
Date  of  this  Agreement  to  make  the  agreements,   promises  and  covenants
hereinafter  recited  without  accounting to others,  subject,  however,  to the
conditions under which JFC now or hereafter  acquires the right from said others
to make the aforesaid agreements, promises and covenants.

     1.04 "Finished Dosage Products" shall mean pharmaceutical formulations that
contain  Licensed  Products  and are in a form for sale to a final  consumer  by
prescription,   including,  without  limitation,   liquid  suspensions,   liquid
solutions,  syrups, granules, powder, tablets,  capsules,  caplets, softgels and
the like.

                        ARTICLE II - GRANT OF SUBLICENSE

     2.01  FHRX  agrees  to  grant  and  hereby  grants  to JFC a  nonexclusive,
royalty-free, nontransferable sublicense and right (without any right to grant a
further  sublicense  thereunder  to  any  third  party)  under  JFC's  Technical
Information and JFC's Patent Rights to manufacture Licensed Products and to ship
such Licensed Products to Unisource,  or to FHRX's designee if there is a breach
by Unisource of the New FHRX-Unisource Agreement.

                       ARTICLE III - TERM AND TERMINATION

     3.01 This Agreement shall continue in full force and effect  throughout the
life of the  Exclusive  License  Agreement.  Termination  or  expiration of such
Exclusive  License  Agreement shall  automatically  result in the termination or
expiration of this  Agreement as of the  termination  or expiration  date of the
Exclusive License Agreement.


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                      ARTICLE IV - ADDRESSES OF THE PARTIES

     4.01 The addresses of the parties  hereto are as follows,  but either party
may change its address for the purpose of this Agreement by notice in writing to
the other party:

             JFC:             JFC Technologies
                              Attn:  James G. Schleck, President
                              100 West Main Street
                              P.O. Box 669
                              Bound Brook, NJ 08805

             FHRX:            First Horizon Pharmaceutical Corporation
                              Attn:  Ralph Jordan
                              6195 Shiloh Road
                              Alpharetta, GA 30005

     In the event that  notices,  statements  and payments  received  under this
Agreement are sent by registered  or certified  first-class,  airmail or express
mail to the party entitled thereto at its above address, they shall be deemed to
have been given five days after of the date so mailed.  Notices,  statements and
payments  sent by one party to the other  party by  overnight  courier  shall be
deemed to have been given when received by the addressee.

                     ARTICLE V - ASSIGNMENT - PARTIES BOUND

     5.01 This  Agreement  shall be binding upon and inure to the benefit of the
parties  hereto  and the  successors  to  substantially  the  entire  assets and
business  of  the  respective  parties  hereto.  This  Agreement  shall  not  be
assignable in whole or in part by either party without the prior written consent
(which  shall not be  unreasonably  withheld) of the other party at least thirty
(30) days in advance of the proposed date of assignment. Any and all assignments
of this  Agreement or of any interests  therein not made in accordance  with the
provisions of this Paragraph shall be void.



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                           ARTICLE VI - GOVERNING LAW

     6.01 The  validity  and  interpretation  of this  Agreement  and the  legal
relations of the parties to it shall be governed by the laws of the State of New
Jersey (regardless of its or any other jurisdiction's choice of law rules).

     6.02 None of the provisions in this  Agreement  shall be construed so as to
require the  commission  of any act contrary to law,  and whenever  there is any
conflict between any provision of this Agreement and any material  statute,  law
or ordinance, the latter shall prevail; but in such event, the provision of this
Agreement  affected shall be curtailed and limited only to the extent  necessary
to bring it within the legal requirements.

                           ARTICLE VII - FORCE MAJEURE

     7.01 Neither party shall be responsible to the other for failure to perform
any of the obligations  (other than the obligation to pay money) imposed by this
Agreement,  provided such failure shall be occasioned  by,  without  limitation,
acts  of  God,  fire,  flood,  explosion,  lightning,   windstorm,   earthquake,
subsidence of soil, failure or destruction, in whole or in part, or machinery or
equipment, failure of supply of materials, discontinuity in the supply of power,
governmental   interference,   civil  commotion,   riot,  war,  strikes,   labor
disturbances,  transportation  difficulties,  labor shortage or any cause beyond
the  reasonable  control of the party in question.  However,  the affected party
shall  promptly  notify the other party of the  occurrence of such event and, if
known, the expected duration.

                        ARTICLE VIII - DISPUTE RESOLUTION

     8.01 Any controversy or claim arising out of or relating to this Agreement,
or the breach thereof,  shall be settled by arbitration  according to the rules,
then  obtaining,   of  the  American  Arbitration   Association.   The  American
Arbitration  Association is hereby  authorized to make arrangements for any such
arbitration to be held under such rules in Atlanta,  Georgia, unless the parties


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agree upon some other location for the arbitration.  This agreement to arbitrate
shall be enforceable  and judgment upon any award rendered by the  arbitrator(s)
may be entered in any courts of any state having competent jurisdiction.

                           ARTICLE IX - MISCELLANEOUS

     9.01  Words of the  masculine  gender  shall  include  feminine  and neuter
genders and, when the sentence so indicates,  words of neuter shall refer to any
gender.  Words in the  singular  and  include  the plural and  vice-versa.  This
Agreement shall be construed according to its fair meaning and as if prepared by
both parties.

     9.02 The headings of the Articles in this  Agreement have been inserted for
convenience only and do not constitute part of this Agreement.

     9.03 This Agreement may be executed in counterparts, each of which shall be
deemed an original,  but all of such  counterparts  shall constitute one and the
same instrument.

     9.04 The  relationship  of the parties  under this  Agreement  is that of a
licensor  (FHRX) and licensee  (JFC).  Nothing  contained  in this  Agreement is
intended or is to be  construed  so as to  constitute  the parties as  partners,
joint  venturers  or agents of each  other.  Neither  party has any  express  or
implied  right or  authority  under  this  Agreement  to assume  or  create  any
obligations  or make any  representations  or  warranties of behalf of or in the
name of the other party.

     9.05 Any specific right or remedy  provided in this Agreement  shall not be
exclusive but shall be  cumulative  upon all other rights and remedies set forth
herein and allowed under applicable laws.

     9.06 The parties  hereto shall  consult  with each other before  making any
public announcements (including,  without limitation,  press releases, marketing
materials or public securities filings) regarding a party or this Agreement.



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                          ARTICLE X - ENTIRE AGREEMENT

     10.01  This   Agreement   supersedes  and  cancels  any  and  all  previous
understandings,  agreements and commitments  between the parties with respect to
the subject  matter hereof,  including,  without  limitation,  the Memorandum of
Understanding  dated May 7, 2002  between  the  parties  hereto.  This  document
constitutes the entire agreement  between the parties hereto with respect to the
subject  matter  hereof,  and any  modification  of this  Agreement  shall be in
writing and shall be signed by a duly authorized  representative  of each party.
There are no understandings,  representations,  warranties or guarantees, except
as expressly  set forth  herein and no licenses or rights are granted  hereunder
except as expressly set forth herein.


     IN WITNESS  WHEREOF,  the parties hereto have executed this Agreement as of
the day and year first written above.

JAMES FINE CHEMICALS, INC.                  FIRST HORIZON PHARMACEUTICAL
D/B/A JFC TECHNOLOGIES                      CORPORATION


By:      /s/ James G. Schleck               By:     /s/ Balaji Venkataraman
         ----------------------------              -----------------------------
Name:    James G. Schleck                   Name:  Balaji Venkataraman
         ----------------------------              -----------------------------
Title:   President                          Title: COO
         ----------------------------              -----------------------------


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