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                                                                   EXHIBIT 10.66


______STATE OF INDIANA ___________________________ SPACE ABOVE THIS LINE FOR
RECORDING DATA

                             SUBORDINATION AGREEMENT

                             (MORTGAGES TO MORTGAGE)

NOTICE:          THIS SUBORDINATION AGREEMENT RESULTS IN YOUR SECURITY
                 INTEREST IN THE PROPERTY BECOMING SUBJECT TO AND OF
                 LOWER PRIORITY THAN THE LIEN OF PRIMARY
                 LENDER'S MORTGAGE (DEFINED BELOW)

This SUBORDINATION AGREEMENT (the "Agreement") is made as of March 29, 2000 by
and among HOUBA, an Indiana corporation, the owner of the real property
hereinafter described ("Owner"), GALEN PARTNERS, III, L.P., a Delaware limited
partnership ("Galen") and ORACLE STRATEGIC PARTNERS, L.P., a Delaware limited
partnership ("Oracle") holders of the mortgages described below (collectively,
"Subordinate Lenders"), in favor of WATSON PHARMACEUTICALS, INC., a Nevada
corporation ("Primary Lender").

                                 R E C I T A L S

A.      Owner has executed, or proposes to execute, a Real Estate Mortgage
        (With Future Advance Clause) ("Primary Lender's Mortgage") securing,
        among other things, repayment of a promissory note ("Note") in the
        principal amount of Seventeen Million Five Hundred Thousand Dollars
        ($17,500,000), dated as of March 29, 2000 in favor of Primary Lender
        (the "Primary Loan"), pursuant to which Owner grants to Primary
        Lender a security interest in and to the property described on
        Exhibit A attached hereto and made a part hereof (which property,
        together with all improvements now or hereafter located on the
        property, is hereinafter referred to as the "Property"). Primary
        Lender's Mortgage is to be recorded prior to this Agreement.

B.      Pursuant to the terms and provisions of (i) that certain mortgage
        dated March 10, 1998 and recorded April 14, 1998 as Mortgage Record
        9803137 in the official records of Marshall County, Indiana (the
        "Official Records") securing repayment of a promissory note in the
        principal amount of Twenty Million Eight Hundred Thousand Dollars
        ($20,800,000) executed by Owner in favor of Galen and (ii) that
        certain mortgage dated May 26, 1999 and recorded June 28, 1999 as
        Mortgage Record 9905386 in the Official Records in the principal
        amount of Twenty-Two Million Eight Hundred Sixty-Three Thousand
        Dollars ($22,863,000) executed by Owner in favor of Oracle, Owner
        granted to Subordinate Lenders a security interest in and to the
        Property.

C.      As a condition of the Primary Lender making the Primary Loan secured
        by Primary Lender's Mortgage, Primary Lender requires that Primary
        Lender's Mortgage be unconditionally and at all times remain a lien
        or charge upon the Property, prior and superior to all the rights of
        Subordinate Lenders under their mortgages with respect to the
        Primary Loan outstanding at any time, accrued and unpaid interest
        thereon and reasonable costs and expenses of enforcement by Watson
        of its rights and collection with respect to the Primary Loan (the
        "Senior Debt"), and that the Subordinate Lenders specifically and
        unconditionally subordinate their mortgages to the lien or charge of
        Primary Lender's Mortgage with respect to the Senior Debt.

D.      The Subordinate Lenders and Owner agree to the foregoing
        subordination in favor of Primary Lender.



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NOW, THEREFORE, for valuable consideration and to induce Primary Lender to make
the Primary Loan, Owner and the Subordinate Lenders hereby agree for the benefit
of Primary Lender as follows:

      4.1         The foregoing recitals are incorporated herein by this
                  reference. Primary Lender's Mortgage, the Note in favor
                  of Primary Lender, and shall unconditionally be and at
                  all times remain a lien or charge on the Property to the
                  extent they secure the Senior Debt prior and superior to
                  the mortgages of the Subordinate Lenders; and

      4.2         This Agreement shall be the whole agreement with regard
                  to the subordination of the mortgages of the Subordinate
                  Lenders to the lien or charge of Primary Lender's
                  Mortgage, and shall supersede and cancel, but only
                  insofar as would affect the priority of Primary Lender's
                  Mortgage to the extent securing the Senior Debt, any
                  prior agreements as to such subordination, including,
                  without limitation, those provisions, if any, contained
                  in the mortgages of the Subordinate Lenders which
                  provide for the subordination of the mortgage of any
                  later or subsequent lender to a deed or to a mortgage or
                  mortgages.

Subordinate Lenders further declare, agree and acknowledge for the benefit of
Primary Lender, that:

      4.3         Primary Lender, in making disbursements pursuant to any
                  such agreement, is under no obligation or duty to, nor
                  has Primary Lender represented that it will, see to the
                  application of such proceeds by the person or persons to
                  whom Primary Lender disburses such proceeds, and any
                  application or use of such proceeds for purposes other
                  than those provided for in such agreement or agreements
                  shall not defeat the subordination herein made in whole
                  or in part; and

      4.4         Subordinate Lenders intentionally and unconditionally
                  subordinate all of Subordinate Lenders' rights, title
                  and interest in and to the Property to the lien or
                  charge of Primary Lender's Mortgage to the extent
                  securing the Senior Debt upon the Property and
                  understand that in reliance upon, and in consideration
                  of, this subordination, specific loans and advances are
                  being and will be made by Primary Lender and, as part
                  and parcel thereof, specific monetary and other
                  obligations are being and will be entered into which
                  would not be made or entered into but for the reliance
                  upon this subordination.

5.      This Agreement may be executed in two or more counterparts, each of
        which shall be deemed an original and all of which together shall
        constitute and be construed as one and the same instrument.


NOTICE:          THIS SUBORDINATION AGREEMENT CONTAINS A PROVISION WHICH
                 MAY ALLOW THE PERSON OBLIGATED ON YOUR REAL PROPERTY
                 SECURITY TO OBTAIN A LOAN, A PORTION OF WHICH MAY BE
                 EXPENDED FOR PURPOSES OTHER THAN IMPROVEMENT OF THE
                 PROPERTY.


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IT IS RECOMMENDED THAT, PRIOR TO THE EXECUTION OF THIS AGREEMENT, THE PARTIES
CONSULT WITH THEIR ATTORNEYS WITH RESPECT THERETO.

                                         "Owner"

                                         HOUBA, INC.,
                                         an Indiana corporation


                                         By:  /s/ Michael Reicher
                                         Name:

                                         Chief Executive Officer

                                         "Subordinate Lenders"

                                         ORACLE STRATEGIC PARTNERS, L.P.,
                                          a Delaware limited partnership

                                         By:  Oracle Strategic Capital. L.L.C.,
                                              General Partner
                                              712 Fifth Avenue
                                              New York, New York 10019

                                         Name: /s/ Larry Feinberg
                                              -------------------------------
                                         Title:    Managing Member
                                               ------------------------------
                                         GALEN PARTNERS III, L.P.
                                         a Delaware limited partnership

                                         By:    Claudius, L.L.C.,
                                                General Partner
                                                610 Fifth Avenue, Fifth  Floor
                                                New York, New York 10019

                                         Name: /s/ Bruce F. Wesson
                                              -----------------------------
                                         Title:    Senior Managing Member
                                               ----------------------------

                      (ALL SIGNATURES MUST BE ACKNOWLEDGED)