AMENDMENT NO. 1 TO JANUARY 15, 1992 AGREEMENT

 AMENDMENT NO. 1 TO JANUARY 15, 1992 AGREEMENT

               This  Agreement  dated  as  of  August 2,  1995 (this
          "Agreement")  is  entered  into  by  and  among  Akorn,  Inc.,  a
          Louisiana  corporation  ("Akorn"), the John N. Kapoor Trust dated
          September 20, 1989, as amended,  (the  "Trust"),  John  N. Kapoor
          ("Dr.  Kapoor"),  and  EJ Financial Enterprises, Inc., a Delaware
          corporation ("EJ Financial").

                                  W I T N E S S T H:

               WHEREAS, the parties  to  this Agreement are parties to that
          certain  Agreement  dated  as  of January  15,  1992  (the  "1992
          Agreement") and desire to amend  such Agreement to the extent set
          forth herein.

               NOW,  THEREFORE,  in  consideration  of  the  covenants  and
          agreements contained herein, the parties hereto agree as follows:

          Section 1.Definitions

               The  capitalized  terms  used   in  this  Agreement,  unless
          otherwise defined herein, have the meanings  assigned  to them in
          the 1992 Agreement.

          Section 2.  Amendment to Section 2(a)(ii) of 1992 Agreement

               Section  2(a)(ii) of the 1992 Agreement, which provides  for
          the forfeiture  by  EJ of 125,000 shares of Akorn common stock on
          the fourth anniversary  of  the Possible Transaction (January 15,
          1996) unless on or before such  date  the closing price per share
          of  the  common stock of Akorn on any business  day  during  such
          period is  $5.00 or greater, is hereby amended (a) to extend such
          forfeiture period  to  the close of business on January 15, 1998,
          the  sixth  anniversary  of  the  consummation  of  the  Possible
          Transaction, and (b) to provide  that  such  forfeiture shall not
          occur if prior to the end of the forfeiture period  (i)  a person
          or group of persons acting in concert, other than Dr. Kapoor or a
          person or persons with whom Dr. Kapoor is acting in concert, as a
          result of action taken by or on behalf of such person or persons,
          becomes  the beneficial owner of securities having more than  50%
          of the voting  power  of all of the outstanding voting securities
          of Akorn and (ii) no transaction  has  been approved by the Akorn
          Board  of  Directors  prior to or in anticipation  of  the  event
          described in clause (i)  as  a  result  of  which the outstanding
          shares  of  Akorn common stock have been or are  proposed  to  be
          converted into  or  exchanged for cash or other property having a
          value, in the reasonable judgment of the Akorn Board of Directors
          at the time of its approval  of such transaction, of less than $5
          per  share.   As  used  in  the  preceding   sentence   the  term
          "beneficial owner" has the meaning set forth in Rule 13d-3  under
          the   Securities   Exchange   Act   of   1934,  as  amended.   In
          consideration  of  such amendment Dr. Kapoor  does  hereby  waive
          payments in the aggregate  amount of $40,000 otherwise payable to
          him  by  Akorn  for  serving as  Chairman  of  Akorn's  Board  of
          Directors.

          Section 3.Survival of 1992 Agreement

               Except as set forth  expressly  in  this Agreement, the 1992
          Agreement remains in full force and effect and shall be deemed to
          include this Agreement as though set forth in full therein.

               IN WITNESS WHEREOF, each party has executed  or  has  caused
          this  Agreement  to  be  executed  by  its  respective officer or
          trustee,  thereunto duly authorized, as of the  day  first  above
          written.

                                             AKORN, INC.

                                             By: /s/ Barry D. LeBlanc
                                                __________________________
                                                Barry D. LeBlanc, President

                                             JOHN  N.  KAPOOR  TRUST, dated
                                             September 20, 1989

                                             By: /s/ John N. Kapoor
                                                ___________________________
                                                John N. Kapoor, not
                                                individually, but solely as
                                                trustee

                                             EJ FINANCIAL ENTERPRISES, INC.

                                             By: /s/ John N. Kapoor
                                                __________________________
                                                John N. Kapoor, President

                                              /s/ John N. Kapoor
                                             ____________________________
                                             John N. Kapoor 

Basic Info X:

Name: AMENDMENT NO. 1 TO JANUARY 15, 1992 AGREEMENT
Type: Agreement
Date: Sept. 26, 1995
Company: AKORN INC
State: Louisiana

Other info:

Date:

  • August 2 , 1995
  • January 15 , 1992
  • January 15 , 1996
  • January 15 , 1998
  • September 20 , 1989

Organization:

  • Akorn , Inc.
  • EJ Financial Enterprises , Inc.
  • Akorn Board of Directors

Location:

  • Louisiana
  • Delaware

Money:

  • $ 5.00
  • $ 40,000

Person:

  • Barry D. LeBlanc
  • John N. Kapoor

Percent:

  • 50 %