CONFIDENTIAL TREATMENT REQUESTED

        CONFIDENTIAL PORTIONS OF THIS AGREEMENT WHICH HAVE BEEN REDACTED
             ARE MARKED WITH BRACKETS "[***]." THE OMITTED MATERIAL
      HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

                                                                    EXHIBIT 10.1

                           EXCLUSIVE LICENSE AGREEMENT

     THIS  AGREEMENT,  entered  into this 27th day of June,  2002 by and between
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") and 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");

     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  ("DMT") and
dexchlorpheniramine  tannate ("DCT")  (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")  listed on
Schedule A hereto 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  listed on
Schedule B hereto covering the manufacture of Licensed Products, and anticipates
filing further  United States patent  applications  covering the  manufacture of
Licensed  Products  (hereinafter  collectively  being defined and referred to as
"JFC's Patent Rights");

     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,  FHRX  wishes to obtain  from JFC an  exclusive  license and right
under JFC's  Technical  Information  and JFC's 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,  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,  JFC  has  entered  into a new  supply  agreement  with  UNISOURCE
(hereinafter referred to as the "New JFC-UNISOURCE Agreement") whereby UNISOURCE
purchases bulk Licensed  Products  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;



                                       1
<PAGE>

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

     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 Patent Rights" shall mean United States patent applications and
patents (including, but not limited to, those patents and applications listed on
Schedule  B  hereto,  copies  of which  are also  attached  to  Schedule  B, and
including any reissues, examinations, continuations,  continuations-in-part, and
divisionals)  to the  extent,  and only to the extent  that they,  or the claims
thereof,   cover  the  manufacture,   use  and/or  sale  of  Licensed  Products,
compositions containing Licensed Products, intermediates used in the manufacture
of 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.



                                       2
<PAGE>

     1.03 "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.

     1.04 "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.

     1.05 "Generic Product" shall mean any product  containing  identical active
pharmaceutical  ingredients to a Finished Dosage  Product,  regardless of dosage
form,  that  does  not  infringe  any of the JFC  Patent  Rights  and is sold or
produced by a company that is unrelated to FHRX.

     1.06  "Territory"  shall mean the United  States of America,  including its
territories and possessions, Puerto Rico, and Canada.

     1.07  "Introductory  Period" shall mean the period of time  commencing with
January 1, 2002 and ending on December 31, 2004.

     1.08 "Initial  License Fee" shall mean the aggregate amount due and payable
by FHRX to JFC on January 1, 2005 as set forth in Paragraph 3.02 hereof.

     1.09  "Post-Introductory  Period" shall mean the period of time  commencing
with January 1, 2005 and ending with the  termination  date of this Agreement as
set forth in Paragraph 8.01 hereof.




                                       3
<PAGE>



     1.10 "Net Sales" shall mean the gross invoice prices charged by FHRX or any
party  affiliated  with or under the  control of FHRX in respect to the sales of
Finished  Dosage  Products in the  Territory  to any third party  purchaser  not
affiliated with or under the control of FHRX,  without deduction except for: (i)
any  quantity,  trade or cash  discount  actually  allowed the  purchaser;  (ii)
amounts repaid or credited by reason of rejection or returns of goods  including
chargebacks, rebates and administration fees arising directly in connection with
such  sales;  (iii)  freight,  postage,  sales  taxes  and  duties  paid for and
separately identified on invoices in respect to such sales.

     1.11 "Sales  Benchmark"  shall mean, in respect to any year during the life
of this  Agreement,  eighty percent (80%) of the previous  highest Net Sales for
any prior calendar year.

     1.12 "Reduced Payment Year" is defined in Section 3.03(B).

     1.13  "Regulatory  Requirements"  shall  mean the  requirements,  rules and
regulations imposed by any national,  supra-national,  regional,  state or local
regulatory agency, department, bureau, commission, council or other governmental
entity in respect to the manufacture, use, distribution, marketing, advertising,
promotion or sale of Finished Dosage Product in the Territory.

     1.14 "Regulatory Approval" shall mean any approvals (including supplements,
amendments, pre- and post-approvals),  licenses, registrations or authorizations
of any national,  supra-national,  regional,  state or local regulatory  agency,
department,  bureau, commission,  council or other governmental entity necessary
for the manufacture,  use, distribution,  marketing,  advertising,  promotion or
sale of Finished Dosage Product in the Territory.

     1.15  "Confidential  Information" shall mean any and all information of the
designated  party  identified  as  confidential,  including  the  terms  of this
Agreement, when made available and disclosed by it directly or indirectly to the
other party, except:




                                       4
<PAGE>

          (a)  information  which at the time of its disclosure is in the public
               domain; or

          (b)  information  which after disclosure  hereunder become part of the
               public domain by publication or otherwise through no fault of the
               recipient  (but only after it is published  or otherwise  becomes
               part of the public domain); or

          (c)  information  which prior to the time of disclosure  hereunder was
               either (i)  developed by the  recipient  or (ii)  received by the
               recipient  from a party who had a lawful right to disclose it and
               who did not require the recipient to hold it in confidence; or

          (d)  information  which  after the time of  disclosure  hereunder  was
               received by the recipient  from a party who had a lawful right to
               disclose it and who did not require the  recipient  to hold it in
               confidence.

         ARTICLE II - GRANT RE: PATENT RIGHTS AND TECHNICAL INFORMATION

     2.01  JFC  agrees  to  grant  and  hereby  grants  to  FHRX  an  exclusive,
royalty-bearing   right  and  license  (the  "License")  under  JFC's  Technical
Information and JFC's Patent Rights to use such 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 Finished Dosage Products.

     2.02 FHRX shall  have the right to grant a  sublicense  to JFC under  JFC's
Technical  Information and JFC's Patent Rights to manufacture  Licensed Products
and supply such Licensed Products to FHRX,  UNISOURCE,  and to FHRX's designated
supplier of Finished Dosage Products.

     2.03 FHRX shall  exclusively  purchase for sale in the  Territory  Finished
Dosage  Products  containing  Products  from  Unisource on terms and  conditions
commensurate   with  the  Existing   FHRX-Unisource   Agreements.   If  the  New
FHRX-Unisource Agreement is terminated because either (i) Unisource breaches its
contractual  obligations to supply  Finished  Dosage  Products to FHRX, and such




                                       5
<PAGE>

breach has not been caused by wrongful  conduct of JFC induced by First Horizon,
or (ii) Unisource and FHRX mutually terminate their supply agreements, then FHRX
shall  exclusively  purchase  Products from JFC upon the same price and terms as
would be effective under the New JFC-Unisource Agreement.

                             ARTICLE III - PAYMENTS

     3.01 FHRX  shall not be  required  to make any  payments  to JFC under this
Agreement  unless and until a Finished  Dosage  Product  containing DCT has been
sold.  The parties  hereto  agree to exercise  their best efforts to promote the
commercialization  of  Finished  Dosage  Products  such that the  first  sale of
Finished Dosage Product by FHRX will occur by the end of August 2002.

     3.02 In return  for  granting  the  License,  FHRX shall pay JFC an Initial
License  Fee in an  amount  not to  exceed  $3,008,500  as  described  below and
Continuing License Fee as described in Section 3.04.

          A.   During  the  Introductory  Period,  FHRX  shall  pay the  Initial
               License  Fee to JFC in  accordance  with the  schedule  set forth
               below;  each  payment  shall  be made  by  FHRX  to JFC via  wire
               transfer on or before the date indicated below:

               >>   Upon   commercialization   of  a  Finished   Dosage  Product
                    containing DCT: $508,500. The following fees are not payable
                    until  a  Finished   Dosage   Product   containing   DCT  is
                    commercialized:

               >>   Effective Date + 6 Months: $500,000

               >>   Effective Date + 12 Months: $500,000

               >>   Effective Date + 18 Months: $500,000

               >>   Effective Date + 24 Months: $500,000

               >>   Effective Date + 30 Months: $500,000




                                       6
<PAGE>

                                        [***] CONFIDENTIAL  TREATMENT  REQUESTED


          B.   No later  than 30 days after JFC has been  provided  with the Net
               Sales figures for the Introductory Period by FHRX, JFC will repay
               FHRX any  amounts  (provided  that such  amounts are due) to FHRX
               based on the following calculation:

               $[***] - the aggregate Adjusting Value (as defined below)

          C.   The Adjusting  Value for each year shall be  calculated  based on
               the Net Sales  for any such year  through  December  31,  2004 as
               follows.

               i.   If in a given year,  no Generic  exists OR a Generic  exists
                    while Net Sales are above the Sales Benchmark, the Adjusting
                    Value shall be [***]% of all Net Sales.

               ii.  If in a given  year,  a Generic  exists  AND Net Sales  have
                    eroded to less than the Sales Benchmark, the Adjusting Value
                    shall be [***]% of all Net Sales. For example:

                    1.   If for 2002,  FHRX's Net Sales hit a new high of $[***]
                         million,  the  new  Sales  Benchmark  would  be  $[***]
                         million (80% of $[***] million) and the Adjusting Value
                         for that year would be $[***] million.

                    2.   If in 2003,  FHRX's Net Sales eroded to $[***]  million
                         AND  a  Generic  existed  on  the  market  during  that
                         calendar year, then the Adjusting Value would be $[***]
                         ([***]% of $[***] million).

                    3.   If in  2004,  FHRX's  Net  Sales  increased  to  $[***]
                         million AND a Generic existed on the market during that
                         calendar year, then the Adjusting Value would be $[***]
                         ([***]%  of  $[***]  million - due to the fact that the
                         sales reached the Sales Benchmark established in 2002).

                    4.   At the end of 2004, the aggregate Adjusting Value would
                         be ($[***] million + $[***] + $[***]) = $[***] million.
                         Therefore,  JFC would be  obligated  to pay FHRX $[***]
                         ($[***] million - $[***] million).

     3.03 During the  Post-Introductory  Period, FHRX shall pay JFC a Continuing
License  Fee of [***]  percent  ([***]%)  of Net Sales for each  calendar  year,
unless one or more of each such  calendar  year is a Reduced  Payment  Year,  in
which case




                                       7
<PAGE>


                                        [***] CONFIDENTIAL  TREATMENT  REQUESTED


the fee for such calendar year shall be [***] percent  ([***]%) of Net Sales, as
follows:

          A.   In a given  calendar  year,  if no  Generic  exists  OR a Generic
               exists  while  Net Sales  are  above  the  Sales  Benchmark,  the
               Continued Payment shall be [***]% of all Net Sales.

          B.   In a given  calendar year, if a Generic exists AND Net Sales have
               eroded to less  than the  Sales  Benchmark  (a  "Reduced  Payment
               Year"),  the Continued  Payment shall be [***]% of all Net Sales.
               For example:

               i.   If for 2005,  FHRX's Net Sales of finished  dosage  products
                    hit a new high of $[***]  million,  the new Sales  Benchmark
                    would be $[***] million ([***] of $[***] million).

               ii.  If in 2006,  FHRX's Net Sales eroded to $[***] million AND a
                    Generic  existed on the market  during that  calendar  year,
                    then the Continued Payment would be $[***] ([***]% of $[***]
                    million).

               iii. If in 2007, FHRX's Net Sales increased to $[***] million AND
                    a Generic  existed on the market during that calendar  year,
                    then the Continued  Payment would be $[***] million  ([***]%
                    of $[***]  million - due to the fact that the sales  cleared
                    the Sales Benchmark established in 2006).

          C.   FHRX will promptly provide JFC with quarterly royalty statements,
               and starting in calendar year 2005,  will make payments to JFC by
               wire transfer within 60 days of the end of each quarter beginning
               with the quarter ending March 31, 2005.

          D.   At the start of each  calendar  year,  the royalty  rate shall be
               determined  by the previous  year's  royalty  rate. If there is a
               change in the royalty rate as  contemplated in paragraph B(ii) or
               paragraph  B(iii),  then the difference  shall be returned to the
               other Party at the end of the calendar year.

     If FHRX achieves aggregate Net Sales of more than [***] before December 31,
2004, any royalty payable will not be due until February 28, 2005.





                                       8
<PAGE>



     3.04 Any payments not paid by FHRX to JFC in  accordance  with any date set
forth in this  Article  III shall be subject to the  payment of interest by FHRX
from and  including  the date at which a payment is due up to and  including the
date that JFC has actually received any such late payment at an interest rate of
two  percent  (2%) plus the prime  rate of  interest  quoted in the Money  Rates
Section of the Wall  Street  Journal,  calculated  daily on the basis of a three
hundred sixty (360) day year.

                       ARTICLE IV - ACCOUNTING PROVISIONS

     4.01 FHRX will keep or cause to be kept,  in accordance  with GAAP,  books,
records and accounts  covering  its  operations  hereunder  and  containing  all
information necessary for the accurate  determination of amounts payable by FHRX
to JFC pursuant to the provisions of Article III  hereinabove.  FHRX also agrees
to permit  representatives of JFC to inspect, at reasonable intervals and during
regular business hours, such books,  records and accounts and all or any part of
FHRX's  operations  and activities  hereunder as may be reasonably  necessary to
determine  the  completeness  and  accuracy  of  accounting  reports  to be made
hereunder.  Any information  obtained by JFC's  representatives as the result of
such inspection shall be deemed to be Confidential Information.

     4.02 The cost of inspections made by JFC's representatives  pursuant to the
provisions  of  Paragraph  4.01 hereof  shall be borne by JFC.  It is  provided,
however, that if any such inspection indicates that the payments made by FHRX to
JFC under  this  Agreement  are less by more than ten  percent  (10%)  than that
revealed  by such  inspection  to be  actually  owed to  JFC,  the  cost of such
inspection shall be borne by FHRX.

     4.03  FHRX  agrees to  deliver  to JFC  within  sixty  (60) days  after the
termination of each calendar  quarter  within the  Post-Introductory  Period,  a
report in writing  setting  forth the total amount of Finished  Dosage  Products
sold by FHRX during each such  calendar  quarter and the total Net Sales of such
Finished  Dosage  Products sold during each such calendar  quarter.  Such report


                                       9
<PAGE>


shall be made by FHRX to JFC  whether  or not FHRX has  engaged  in any sales of
Finished Dosage Products during such calendar quarter.

                   ARTICLE V - REPRESENTATIONS AND WARRANTIES

     5.01 JFC  represents  and warrants  that, as of the Effective  Date of this
Agreement:

          (a)  it has the  necessary  corporate  authority  to enter  into  this
               Agreement;

          (b)  it has not  supplied  Licensed  Products  to any person or entity
               other than UNISOURCE in the Territory;

          (c)  to the best of its  information  and  belief,  UNISOURCE  has not
               supplied  Licensed  Products or Finished  Dosage  Products to any
               person or entity other than FHRX in the Territory;

          (d)  it has not,  and will not,  grant any  licenses  or rights to any
               third party under its Technical  Information or its Patent Rights
               which  are  inconsistent  with the  exclusive  license  and right
               granted to FHRX pursuant to the provisions of Article II hereof;

          (e)  to the best of its information  and belief after due inquiry,  no
               party has  filed  any civil  action  against  JFC in  respect  to
               Licensed Products;

          (f)  to the best of this information and belief after due inquiry, the
               manufacture, use, distribution, marketing, promotion, advertising
               and  sale  of  Licensed   Products  and  the  manufacture,   use,
               distribution,  marketing,  promotion,  advertising  and  sale  of
               Finished Dosage Products would not violate the patent, trademark,
               copyright or trade secret rights of any third party;

          (g)  it has filed the patent applications listed on
               Schedule B, it will file within 30 days of the  execution of this
               Agreement  additional  patent  application(s)  or amendment(s) to
               application(s)  listed  on  Schedule  B to cover  composition  of
               matter and the process  pertaining to DCT, any such  applications
               and amendments  have been made and will be made in good faith, in



                                       10
<PAGE>

               each case with a reasonable  expectation that a patent will issue
               pursuant  thereto;

          (h)  The selling  price per Kg of DCT and DMT that is set forth in the
               Agreement  on even date  between JFC and  Unisource  is listed on
               Schedule C; JFC will promptly  notify FHRX of all changes in such
               prices throughout the term of the License Agreement.

          (i)  Concurrent with or prior to entering into this Agreement, JFC has
               entered into the New  JFC-Unisource  Agreement,  which  provides,
               among other  things,  that:

               a.   JFC will sell Licensed Products exclusively to Unisource for
                    use in the  Territory  on terms and  conditions  similar  to
                    those   in   the    Existing    JFC-Unisource    Agreements.
                    Specifically,  the gross  profit  margin on each  individual
                    Licensed  Product  shall not exceed the gross profit  margin
                    JFC  currently  receives  under the  Existing  JFC-Unisource
                    Agreements.

               b.   As  provided  in  the  First  Horizon-Unisource   Agreement,
                    Unisource  may not  sell any DCT,  DMT,  or  Pseudoephedrine
                    Tannate   or   any   product   containing   DCT,   DMT,   or
                    Pseudoephedrine  Tannate to any entity other than FHRX,  its
                    successors or assigns.

               c.   Unisource shall be required to sell Finished Dosage Products
                    to FHRX at gross profit  margins that are less than or equal
                    to those  realized by  Unisource  pursuant  to the  Existing
                    FHRX-Unisource Agreements.

               d.   In the  event  of a  termination  of the New  FHRX-Unisource
                    Agreement   because   either  (i)  Unisource   breaches  its
                    contractual  obligations to supply  Finished Dosage Products
                    to FHRX,  and such  breach has not been  caused by  wrongful
                    conduct  of  JFC,  or  (ii)   Unisource  and  FHRX  mutually
                    terminate their supply agreements,  then JFC shall terminate
                    its supply of the Licensed Products as active pharmaceutical
                    ingredients for Finished  Dosage Products to Unisource,  and



                                       11
<PAGE>


                    shall  exclusively  supply  them  directly to FHRX under the
                    same  terms  and   conditions   of  the  New   JFC-Unisource
                    Agreement.

               e.   Unisource shall use best efforts to enable commercialization
                    of a Finished Dosage Product by August 2002; and

               f.   To the  extent  that  the  New  JFC-Unisource  Agreement  is
                    inconsistent  with  existing   agreements  between  JFC  and
                    Unisource,  the  terms  of the New  JFC-Unisource  Agreement
                    shall control.

     5.02 JFC agrees to  indemnify,  defend and hold FHRX  harmless  against all
liabilities, claims, damages, costs and expenses, including, but not limited to,
attorney fees and  litigation  costs  (hereinafter  collectively  referred to as
"Claims  Against FHRX") to the extent  resulting from JFC's breach of any of the
representations and warranties set forth in Paragraph 5.01 hereof. JFC agrees to
assume all  expenses  with  respect to the defense,  settlement,  adjustment  or
compromise  of the Claims  Against  FHRX.  JFC shall have sole  control over the
defense,  settlement,  adjustment  or compromise  over the Claims  Against FHRX,
provided,  however, that: (i) JFC shall obtain the prior approval of FHRX before
entering into any  settlement,  adjustment  or compromise of the Claims  Against
FHRX,  and FHRX agrees not to  unreasonably  withhold,  delay or condition  such
approval; and (ii) FHRX may, if it so chooses, employ counsel at its own expense
to assist in the  disposition  of the Claims  Against FHRX or, (iii) FHRX may at
its own expense and with JFC's prior  approval,  undertake  sole  control of the
defense,  settlement,  adjustment or compromise of the Claims  Against FHRX, and
JFC agrees not to unreasonably withhold, delay or condition such approval. It is
provided,  however, that JFC shall not have any obligation to indemnify,  defend
or hold FHRX  harmless  to the extent  that any such Claim  Against  FHRX can be
shown to have been caused by the willful  misconduct,  gross  negligence  and/or
material breach of FHRX's representations and warranties or other obligations of
FHRX under this Agreement.

     5.03 In the event of a Claim  Against  FHRX  arising  pursuant to Paragraph
5.02 hereof,  prompt written notice of such Claim shall be given by FHRX to JFC.
However, FHRX's failure to provide prompt written notice of any such Claim shall



                                       12
<PAGE>


not  serve to  diminish  JFC's  obligation  to  indemnify,  defend  or hold FHRX
harmless except to the extent that JFC is prejudiced thereby.

     5.04 FHRX  represents  and warrants  that, as of the Effective Date of this
Agreement:

          (a)  it has the  necessary  corporate  authority  to enter  into  this
               Agreement;

          (b)  it shall  manufacture  (or  have  manufactured)  Finished  Dosage
               Products in accordance with the FDA "Good Manufacturing  Practice
               Regulations";

          (c)  it will exert its best  efforts to become the  recognized  source
               for  third  parties  to  obtain   Finished  Dosage  Products  and
               (together  with its  supplier of  Finished  Dosage  Products,  if
               necessary)  it will (i) be solely  responsible  for providing all
               necessary warranties to its customers of Finished Dosage Products
               and (ii) it will be solely  responsible  for  resolving all third
               party  complaints  regarding  problems  associated  with Finished
               Dosage Products;

          (d)  it (and/or its supplier of Finished Dosage  Products) will obtain
               all necessary  Regulatory  Approvals relating to the manufacture,
               use, distribution,  marketing, promotion, advertising and sale of
               Finished  Dosage  Products and it will comply with all applicable
               laws and Regulatory  Requirements in any  jurisdiction to or from
               which the  Finished  Dosage  Products are shipped or in which the
               Finished Dosage  Products are  manufactured,  used,  distributed,
               marketed, promoted, advertised or sold; and

          (e)  it  will  solely  be  responsible  for  the   manufacture,   use,
               distribution,  marketing,  promotion,  advertising  and  sale  of
               Finished Dosage Products.

     5.05 FHRX agrees to  indemnify,  defend and hold JFC  harmless  against all
liabilities, claims, damages, costs and expenses, including, but not limited to,
attorney fees and  litigation  costs  (hereinafter  collectively  referred to as
"Claims  Against JFC") to the extent  resulting from (i) FHRX's breach of any of
the  representations  and warranties  set forth in Paragraph  5.04 hereof,  (ii)
Claims Against JFC raised by any person or entity (including employees, servants
or agents of FHRX),  including,  without  limitation,  product liability claims,
claims relating to the manufacture,  use,  distribution,  marketing,  promotion,



                                       13
<PAGE>


advertising  and  sale of  Finished  Dosage  Products,  claims  relating  to the
efficacy of any Finished  Dosage  Product,  claims relating to the shelf life of
any  Finished  Dosage  Product and claims  pertaining  to any adverse  reactions
associated with the use of any Finished  Dosage  Product.  FHRX agrees to assume
all expenses with respect to the defense,  settlement,  adjustment or compromise
of the  Claims  Against  JFC.  FHRX shall have sole  control  over the  defense,
settlement,  adjustment or  compromise  over the Claims  Against JFC,  provided,
however,  that: (i) FHRX shall obtain the prior approval of JFC before  entering
into any settlement, adjustment or compromise of the Claims Against JFC, and JFC
agrees not to unreasonably withhold,  delay or condition such approval; and (ii)
JFC may,  if it so chooses,  employ  counsel at its own expense to assist in the
disposition  of the Claims  Against JFC or, (iii) JFC may at its own expense and
with FHRX's prior approval,  undertake sole control of the defense,  settlement,
adjustment  or  compromise  of the Claims  Against  JFC,  and FHRX agrees not to
unreasonably  withhold,  delay  or  condition  such  approval.  It is  provided,
however,  that FHRX shall not have any  obligation to indemnify,  defend or hold
JFC harmless to the extent that any such Claim  Against JFC can be shown to have
been caused by the willful  misconduct,  gross negligence and/or material breach
of JFC's  representations  and warranties or other obligations of JFC under this
Agreement.

     5.06 In the event of a Claim Against JFC arising pursuant to Paragraph 5.05
hereof,  prompt  written  notice  of such  Claim  shall be given by JFC to FHRX.
However,  JFC's failure to provide prompt written notice of any such Claim shall
not  serve to  diminish  FHRX's  obligation  to  indemnify,  defend  or hold JFC
harmless except to the extent that FHRX is prejudiced thereby.

     5.07 EXCEPT AS SPECIFICALLY SET FORTH HEREIN,  JFC MAKES NO REPRESENTATIONS
OR WARRANTIES, EITHER EXPRESS OR IMPLIED, ARISING BY LAW OR
OTHERWISE, REGARDING OR RELATING TO THE LICENSED PRODUCTS OR THE FINISHED DOSAGE
PRODUCTS,  INCLUDING,  BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY
OR FITNESS FOR A PARTICULAR  PURPOSE AND  INFRINGEMENT OF INTELLECTUAL  PROPERTY
RIGHTS.   WITHOUT  LIMITING  THE  FOREGOING,   JFC  SPECIFICALLY  DISCLAIMS  ANY



                                       14
<PAGE>


REPRESENTATION,  WARRANTY  OR  IMPLICATION  THAT THE  LICENSED  PRODUCTS  OR THE
FINISHED  DOSAGE  PRODUCTS  (i) WILL CURE OR  ALLEVIATE  ANY  DISEASE OR MEDICAL
CONDITION,  (ii) ARE  SUITABLE  FOR ANY USE WHETHER BY  INGESTION,  TOPICALLY OR
OTHERWISE OR (iii) ARE SUITABLE FOR FOOD USE.

     5.08 EXCEPT AS PROVIDED HEREIN, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO
ANY  PARTY FOR ANY  SPECIAL,  CONSEQUENTIAL,  INCIDENTAL  OR  INDIRECT  DAMAGES,
HOWEVER  CAUSED AND UNDER ANY THEORY OF  LIABILITY  (INCLUDING  TORT AND PRODUCT
LIABILITY  CLAIMS)  ARISING  OUT  OF  OR  RELATING  TO  THIS  AGREEMENT  OF  THE
MANUFACTURE  OF LICENSED  PRODUCTS OR FINISHED  DOSAGE  PRODUCTS  WHETHER OR NOT
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES,  AND  NOTWITHSTANDING ANY FAILURE OF
ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.  IN NO EVENT SHALL AGGREGATE  LIABILITY
FOR DIRECT  DAMAGES  ARISING  OUT OF OR RELATING  TO THIS  AGREEMENT  EXCEED THE
AMOUNT PAID BY FHRX TO JFC UNDER THIS AGREEMENT.

                       ARTICLE VI - UNLICENSED COMPETITION

     6.01 If,  during the Term of this  Agreement,  FHRX shall  establish to the
reasonable  satisfaction  of JFC that an  unlicensed  third party (other than an
entity  referred to Paragraph 2.02 hereof) is infringing an  enforceable  patent
within JFC's Patent Rights or has  misappropriated any trade secret contained in
JFC's Technical Information by manufacturing, using or selling Licensed Products
or Finished  Dosage  Products in the Territory to the  substantial  detriment of
FHRX  ("Infringement"),  FHRX shall  have the right to  institute  legal  action
against such  unlicensed  third party and JFC shall cooperate with FHRX and make
such further grants and execute such other  documents in respect to JFC's Patent
Rights or JFC's  Technical  Information  which will enable FHRX to initiate  the
legal action.




                                       15
<PAGE>


     6.02 If,  pursuant to Paragraph  6.01,  FHRX  institutes  such legal action
against such unlicensed  third party,  FHRX shall have the right, in addition to
the right to sue for and collect  damages  incurred or suffered by FHRX,  to sue
for and collect, on behalf of JFC but for the account of FHRX without payment of
any royalties under this Agreement,  any and all damages incurred or suffered by
JFC as a result of any Infringement  ("JFC Damages").  JFC hereby grants to FHRX
an  irrevocable  power of attorney for the duration of this  Agreement,  coupled
with an  interest,  for the purpose of  appearing  on behalf of JFC to institute
suit for and collect JFC Damages, and hereby irrevocably assigns any JFC Damages
awarded to FHRX.  FHRX shall  provide JFC with notice of the proposed  filing of
any action, and shall keep JFC reasonably informed of the status of such action.
JFC shall cooperate with FHRX as reasonably required in any such proceeding, but
FHRX shall bear all costs, including,  but not limited to, attorney fees, expert
witness fees,  litigation  costs and the like. FHRX shall have sole control over
such legal action,  and shall be entitled to recover and retain all compensatory
and punitive damages awarded in such legal action,  without payment of royalties
hereunder. It is provided, however, that FHRX shall obtain the prior approval of
JFC before entering into any  settlement,  adjustment or compromise of the legal
action and JFC agrees not to  unreasonably  withhold,  delay or  condition  such
approval. JFC may, if it so chooses, employ counsel at its own expense to assist
in the disposition of the legal action.

            ARTICLE VII - RECALLS, COMPLAINTS AND REGULATORY NOTICES

     7.01 In the event that any Finished  Dosage Product must be recalled due to
failure to meet any  requirements of law or otherwise,  FHRX shall have the sole
responsibility  immediately  to effect the recall.  FHRX shall pay for all costs
and expenses  associated  therewith,  but JFC shall reimburse FHRX to the extent
such recall is required due to failure of JFC to manufacture a Licensed  Product
in accordance with cGMP.

     7.02 In the event that either  party  receives any  complaint,  claim or an
adverse event report relating to any Finished Dosage Product, including, but not
limited  to,  product  quality,  complaints  and  notices  from  any  regulatory
authority regarding any alleged regulatory noncompliance of such Finished Dosage



                                       16
<PAGE>

Product or the marketing  thereof,  the other party shall,  within ten (10) days
following the receipt of any such  complaint  report or notice,  or such shorter
period of time as may be  required by  applicable  rules,  laws or  regulations,
provide the other party with all information contained in such complaint, report
or notice and any additional information relating thereto as may be requested by
the other party.

     7.03 Each party shall,  but in no event later than five (5) days  following
the receipt  thereof,  notify the other party and provide the other party with a
copy or  transcription,  if  available,  of any  communication  received  from a
regulatory  agency in respect to any matter  relating to the  manufacture,  use,
distribution,  marketing,  promotion,  advertising  and sale of Finished  Dosage
Products.

     7.04 Each party shall,  upon reasonable  notice and during regular business
hours,  make available to the other party at the other party's expense for audit
by the other  party's  representatives  records  pertaining to any adverse event
report received by a party in order to verify  compliance by the party receiving
such report of the applicable provisions in such report.

     7.05 FHRX shall retain sole  responsibility  to investigate  any complaint,
claim or adverse  event report  relating to any Finished  Dosage  Product and to
fulfill the appropriate  regulatory and reporting  requirements relating thereto
throughout  the life of this  Agreement.  FHRX shall  promptly  provide JFC with
copies of any follow-up report and statements of required  corrective actions in
respect to such complaint, claim or adverse event report.

                       ARTICLE VIII -TERM AND TERMINATION

     8.01 Unless sooner  terminated as herein  provided,  this  Agreement  shall
continue  in effect  until the  latter of the tenth  (10th)  anniversary  of the
Effective Date or the expiration of the JFC Patent Rights.




                                       17
<PAGE>


     8.02 If FHRX shall be in default of any obligation hereunder,  JFC may give
written notice of  termination to FHRX by calling  attention to such default and
specifying  a  termination  date not less than sixty (60) days after the date of
such notice. Unless FHRX has remedied such default prior to the termination date
specified in such notice, this Agreement shall automatically terminate and be of
no further force and effect as of said designated date.

     8.03 Notwithstanding Paragraph 3.07, any failure by FHRX to make a required
payment to JFC on or before its due date shall be regarded as a default by FHRX.

     8.04 In the event that FHRX undergoes any act of bankruptcy, including, but
not limited to, an adjudication  or declaration of bankruptcy,  appointment of a
receiver  and/or trustee in bankruptcy,  assignment for the benefit of creditors
of levy or execution thereof,  this Agreement shall  automatically be terminated
and be of no further  force and effect as of the date that FHRX  undergoes  such
act of bankruptcy.

     8.05 Any  waiver by JFC of a breach  of this  Agreement  by FHRX  shall not
operate during the term hereof as a waiver of FHRX's later or continuing breach.

     8.06 Any termination of this Agreement shall not:

          (a)  release FHRX from any claim of JFC accrued hereunder prior to the
               effective date of such termination; or

          (b)  release  FHRX or JFC  from  its  obligations  of  confidentiality
               pursuant to the provisions of Article IX hereof.

                    ARTICLE IX - CONFIDENTIALITY AND NON-USE

     9.01  Except as  expressly  provided in this  Agreement,  FHRX and JFC each
agree to maintain  Confidential  Information  in  confidence  and to prevent the
disclosure to others  without the prior  written  consent of the party from whom
Confidential  Information  was received.  FHRX and JFC each further agree to use
such  Confidential  Information  only in  furtherance  of the  purposes  of this



                                       18
<PAGE>


Agreement,  i.e., the commercialization of Licensed Products and Finished Dosage
Products.

     9.02 In the event  that a party has been  ordered  by a court of  competent
jurisdiction  or is required by any  applicable  rule,  regulation or law of any
jurisdiction  or is required by judicial or  administrative  process to disclose
Confidential Information received from the other party, it shall promptly notify
the other party and allow the other party a reasonable  period of time to oppose
such order, requirement or process.

     9.03  FHRX  and  JFC  each  agree  to  protect  each  other's  Confidential
Information by using the same degree of care, but not less than a reasonable
degree  of  care,  to  prevent  the  unauthorized  disclosure  or  use  of  such
Confidential  Information  that such party uses to protect  its own  information
that it regards as confidential in nature.

     9.04 Any provision of this Agreement to the contrary notwithstanding,  FHRX
and JFC shall each be entitled to disclose each other's Confidential Information
to the extent  reasonably  necessary to effect the purposes of this Agreement to
their  respective   consultants  and  outside  contractors  provided  that  such
consultants   and   contractors   shall  have  first   agreed  to  be  bound  by
confidentiality  and non-use  provisions  to the same extent as are imposed upon
FHRX and JFC hereunder.

     9.05 The  confidentiality  and non-use obligations imposed upon the parties
hereto  pursuant to the  provisions of Paragraph 9.01 hereof shall expire on the
latter of the tenth (10th)  anniversary  of the Effective Date of this Agreement
or the expiration of the JFC Patent Rights.

                              ARTICLE X - INSURANCE

     10.01 Each party  shall  procure and  maintain  at its  expense  commercial
general liability  insurance in a principal amount of not less than the coverage
generally  maintained by companies of a similar size in its industry,  and in no
event  less  than  $5,000,000.00.  The  policies  required  to be  procured  and



                                       19
<PAGE>


maintained  by a party under this  Paragraph  10.01 shall be issued by a company
rated  not less  than  VIII and  shall  name the  other  party as an  additional
insured.

                      ARTICLE XI - ADDRESSES OF THE PARTIES

     11.01 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,  except that payments
made by FHRX to JFC by wire transfer shall be deemed to have been made as of the
date of such wire transfer.

                    ARTICLE XII - ASSIGNMENT - PARTIES BOUND

     12.01 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



                                       20
<PAGE>

provisions of this Paragraph 12.01 shall be void.

                          ARTICLE XIII - GOVERNING LAW

     13.01 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).

     13.02 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 XIV - FORCE MAJEURE

     14.01  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.




                                       21
<PAGE>



                         ARTICLE XV - DISPUTE RESOLUTION

     15.01  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
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 XVI - MISCELLANEOUS

     16.01 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.

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

     16.03 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.

     16.04 The  relationship  of the parties  under this  Agreement is that of a
licensor  (JFC) and licensee  (FHRX).  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 on behalf of or in the
name of the other party.




                                       22
<PAGE>


     16.05 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.

     16.06 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.

                         ARTICLE XVII - ENTIRE AGREEMENT

     17.01  This   Agreement   supersedes  and  cancels  any  and  all  previous
understandings,  agreements  and  commitments  between the  parties,  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:
     -------------------------------              ------------------------------




                                       23
<PAGE>


                                          [***] CONFIDENTIAL TREATMENT REQUESTED


                            SCHEDULE C

Dex-Chlorpheniramine Tannate                        $[***] per Kg
Dextromethorphan Tannate                            $[***] per Kg





<PAGE>



QUALITY AGREEMENT

CONTENTS

ARTICLE 1
INTRODUCTION AND SCOPE

ARTICLE 2
MANUFACTURING

ARTICLE 3
QUALITY CONTROL

ARTICLE 4
RELEASE PROCEDURE OF PRODUCTS

ARTICLE 5
PRODUCT RECALL

ARTICLE 6
COMPLAINTS

ARTICLE 7
STABILITY STUDIES

ARTICLE 8
ANNUAL PRODUCT REVIEW

ARTICLE 9
QUALITY MANAGEMENT

ANNEX 1  Definition of Pharmaceutical Responsibilities




<PAGE>



This Agreement is made between:

     (1)  FIRST  HORIZON   PHARMACEUTICAL   CORPORATION  of  6195  Shiloh  Road,
          Alpharetta, Georgia 30005 ("FIRST HORIZON"); and

     (2)  Elge, Inc. of P.O. Box 944, Richmond, TX 77406 ("MANUFACTURER").

Whereas:

          MANUFACTURER  has developed  and  manufactures  a line of  proprietary
          products for Unisource,  Inc. ("Unisource") for sale to FIRST HORIZON,
          currently  consisting  of two  related  pharmaceutical  products,  one
          containing  Dexchlorpheniramine  Tannate and Pseudoephedrine  Tannate,
          and the other containing Dexchlorpheniramine Tannate,  Pseudoephedrine
          Tannate, and Dextromethorphan Tannate.  MANUFACTURER also manufactures
          directly for FIRST HORIZON other  non-proprietary  products  which are
          included in this agreement.  All are  collectively  the "PRODUCTS" for
          distribution in the USA (including its territories and possessions and
          Puerto Rico).

          MANUFACTURER  and FIRST HORIZON are entering this Agreement dated June
          28, 2002.

The  parties hereto agree as follows:

ARTICLE I

INTRODUCTION AND SCOPE

     1.1  The  purpose  of  this  Agreement  is  to  define  and  establish  the
          obligations  and  responsibilities  of FIRST HORIZON and  MANUFACTURER
          relating to the manufacture of PRODUCTS by MANUFACTURER and the supply
          of  PRODUCTS to FIRST  HORIZON in  accordance  with the United  States
          Food, Drug, and Cosmetic Act and Annex 1 of this agreement.

     1.2  This  Agreement  and  appendices  will be  accessible  to  appropriate
          Regulatory Agencies as required.



                                       2
<PAGE>



ARTICLE 2

MANUFACTURING

     2.1  MANUFACTURER will ensure that the manufacture and analysis of PRODUCTS
          is in  compliance  with current  Good  Manufacturing  Practices  ("USA
          cGMP").

     2.2  MANUFACTURER's manufacturing facilities,  laboratories,  warehouse and
          any  other  peripheral  services  relating  to the  PRODUCTS  shall be
          subject to inspection by FIRST HORIZON and all  applicable  regulatory
          agencies,  including,  but not  limited to, the FDA,  upon  reasonable
          notice.

     2.3  In case of  MANUFACTURER's  intended  appointment of a third party for
          the  manufacture,  analysis or storage of PRODUCTS for use in the USA,
          this appointment  shall be executed only following  consultation  with
          and  written,  approval of FIRST  HORIZON,  which  approval  shall not
          unreasonably be withheld.

     2.4  Any changes of the specifications for the formulations or labeling for
          the PRODUCTS shall be subjected to the agreement of  MANUFACTURER  and
          FIRST HORIZON but MANUFACTURER or FIRST HORIZON shall not unreasonably
          withhold their agreement to such change, provided that the appropriate
          government authorities in the USA accept such a change.

          Immediately  upon  agreement.  of the  change  MANUFACTURER  and FIRST
          HORIZON shall agree upon a process for such change.

     2.5  MANUFACTURER  shall  maintain  a  validation  program  that  meets the
          Requirements of USA cGMP.

     2.6  Individual Batch, Process  Documentation will be a true representation
          of the  approved  master batch record and issued for each batch as per
          MANUFACTURER procedures.

     2.7  MANUFACTURER  will upon  request of FIRST  HORIZON  provide  copies of
          inspection  reports  (483's,  EIR's,  etc.  as well as  MANUFACTURER's
          response) of any  regulatory  agencies'  inspection of  MANUFACTURER's
          manufacturing facilities for the PRODUCTS.




                                       3
<PAGE>




ARTICLE 3

QUALITY CONTROL

     3.1  MANUFACTURER  will be  responsible  for  the  quality  control  of the
          PRODUCTS and its components including testing,  documentation  review,
          retention   of  samples  and   documentation,   as  per  current  Good
          Manufacturing Practices (reference 21 CFR Part 211). MANUFACTURER will
          develop  SPECIFICATIONS  which  support the expiry period of PRODUCTS.
          MANUFACTURER  will ensure that all  batches  shipped to FIRST  HORIZON
          will meet the SPECIFICATIONS.

     3.2  MANUFACTURER will supply a certificate of analysis ("C of A") for each
          batch of PRODUCTS including date of manufacture.

     3.3  MANUFACTURER  will   evaluate/investigate  all  out  of  specification
          results in accordance with its current internal procedures.

     3.4  MANUFACTURER   will  allow  FIRST  HORIZON  to  audit   MANUFACTURER's
          facilities  and  non-proprietary  procedures  provided that a mutually
          convenient time (includes  date,  time, and length of audit) is agreed
          upon.

     3.5  MANUFACTURER  will supply  pertinent  non-confidential  information to
          FIRST HORIZON upon request,  including,  but not limited to, stability
          data.

ARTICLE 4

RELEASE PROCEDURE OF PRODUCTS

     4.1  MANUFACTURER  will ensure that all test  procedures  are completed and
          data reviewed against the SPECIFICATIONS.

     4.2  MANUFACTURER  will ensure that  production  records are  reviewed  for
          completeness and compliance.

     4.3  MANUFACTURER  shall  provide  FIRST  HORIZON  with safety  information
          through Materials Safety Data Sheets ("MSDS") on the safe handling and
          transportation  of the  PRODUCTS  and any  updates as new  information
          becomes available.

     4.4  FIRST  HORIZON shall notify  MANUFACTURER  without undue delay of any,
          batches rejected and will state the reasons for the rejection.  In the
          event of a rejection,  FIRST  HORIZON  will file a complaint  with the
          MANUFACTURER.




                                       4
<PAGE>



ARTICLE 5

PRODUCT RECALL

     5.1  FIRST  HORIZON  will inform  MANUFACTURER  immediately  of a potential
          recall of any batch of PRODUCTS.

     5.2  MANUFACTURER  will inform  FIRST  HORIZON  immediately  of a potential
          recall of any batch of PRODUCTS.

ARTICLE 6

COMPLAINTS

     6.1  MANUFACTURER  will be responsible for the collection and investigation
          of  complaints  received  by FIRST  HORIZON  which are  related to the
          quality of the PRODUCTS.

          All customer  complaints will be acknowledged by MANUFACTURER  without
          undue delay.

          The investigation will be completed by MANUFACTURER  within forty-five
          (45)  days  unless  otherwise  agreed,  based on the  severity  of the
          problem and an investigation report will be issued to FIRST HORIZON.

     6.2  FIRST  HORIZON  will  inform  MANUFACTURER  of  any  such  complaints.
          MANUFACTURER  and FIRST  HORIZON  will give all  possible  support  to
          resolve any problems in connection with such complaints.

     6.3  FIRST HORIZON will collect and investigate all complaints  relating to
          PRODUCTS and will communicate the data and disposition of complaint to
          MANUFACTURER within forty-five (45) days unless otherwise agreed.

ARTICLE 7

`STABILITY STUDIES

     7.1  MANUFACTURER is responsible for stability studies and all stability is
          in compliance with USA. cGMP.

ARTICLE 8

ANNUAL PRODUCT REVIEW



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     8.1  MANUFACTURER will conduct an Annual Product Review of the PRODUCTS. In
          the event MANUFACTURER discerns a trend detrimental to any PRODUCT, it
          shall promptly notify FIRST HORIZON.

ARTICLE 9

QUALITY MANAGEMENT

     9.1  The Senior QA  Executive  of FIRST  HORIZON is the  contact  for FIRST
          HORIZON for all matters arising under this Agreement.

          Address:    First  Horizon  Pharmaceutical  Corporation
                      6195 Shiloh Road
                      Alpharetta,  Georgia  30005
                      Attention:  Alan Roberts
          Telephone:  (678) 341-1401
          Facsimile:  (770) 442-9594

          If the Senior QA Executive is not available, all matters arising under
          this Agreement should be directed to the following address:

                      First Horizon Pharmaceutical Corporation
                      6195 Shiloh Road
                      Alpharetta, Georgia 30005
                      Attention: Jennifer Schwartz
          Telephone:  (678) 341-1446
          Facsimile:  (770) 442-9594

     9.2  The Senior  Regulatory  Affairs Executive of Elge, Inc. is the contact
          for MANUFACTURER for all matters arising under this Agreement:

          Address:    P.O. Box 944
                      Richmond, TX 77406
                      Attention: Joe Janecka
          Telephone:  (281) 232-0463
          Facsimile:  (281) 232-0476


MANUFACTURER                             FIRST HORIZON PHARMACEUTICAL
                                         CORPORATION

                                         /s/ Balaji Venkataraman
----------------------------             ------------------------------------






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