EMPLOYMENT AGREEMENT

 EMPLOYMENT AGREEMENT--FLOYD BENJAMIN

               This  Employment  Agreement ("Agreement") by and between, on
          the one hand, Akorn, Inc., a Louisiana corporation ("Akorn"), and
          its  wholly  owned  subsidiary,  Akorn  Manufacturing,  Inc.,  an
          Illinois corporation  (the  "Company"),  and, on the other, Floyd
          Benjamin  (the  "Employee")  is  dated as of May  31,  1996  (the
          "Agreement Date").

               WHEREAS, Akorn, the Company and  the Employee are parties to
          that  certain  Agreement and Plan of Merger  dated  May  7,  1996
          pursuant to which  Pasadena  Research  Laboratories, Inc. ("PRL")
          merged with and into the Company (the "Merger Agreement");

               WHEREAS,  Employee  was  a  shareholder   of   PRL  and,  in
          connection with such merger, received consideration for  his  PRL
          shares;

               WHEREAS,  the  Employee was previously employed by PRL under
          the terms of an employment agreement entered into between PRL and
          Employee (the "PRL Employment Agreement");

               WHEREAS, in connection  with  the Merger Agreement, Employee
          and the Company desire to supersede the PRL Employment Agreement,
          the Company desires to retain the services  of  Employee pursuant
          to the terms of this Agreement and Employee desires  to  continue
          in the service of the Company on such terms;

               NOW, THEREFORE, for and in consideration of the consummation
          of  the  transactions  contemplated by the Merger Agreement,  the
          cancellation  of  the  obligations   and  rights  under  the  PRL
          Employment Agreement, the continued employment of Employee by the
          Company and the payment of wages, salary  and  other compensation
          to Employee by the Company, the parties hereto agree as follows:

          Section 1.Employment Capacity and Term

               1.1  Capacity  and  Duties  of  Employee.  The  Employee  is
          employed  by  the Company to render services  on  behalf  of  the
          Company as President, and is employed by Akorn to render services
          to Akorn as Executive  Vice  President.   In  such  capacity, the
          Employee  shall  perform  such  duties  as  are  assigned to  the
          individual  holding such title by the Company's Bylaws  and  such
          other duties  as may be prescribed from time to time by the Board
          of Directors of the Company (the "Board").

               1.2  Employment  Term.   The  term  of  this  Agreement (the
          "Employment Term") shall commence on the Agreement Date and shall
          continue until and terminate upon the third anniversary  of  such
          date; provided, however, that Employee's status as an employee is
          subject  to  earlier  termination  to the extent provided in this
          Agreement; and provided, further, that the Employment Term may be
          extended by mutual written agreement of the parties.

               1.3  Devotion to Responsibilities.   During  the  Employment
          Term, the Employee shall devote all of his business time  to  the
          business  of  the  Company  and  its  subsidiaries and affiliated
          companies,  shall  use  his reasonable best  efforts  to  perform
          faithfully and efficiently  his  duties under this Agreement, and
          shall  not  engage  in  or be employed  by  any  other  business;
          provided, however, that nothing  contained  herein shall prohibit
          the  Employee  from  (a) serving  as  a member of  the  board  of
          directors, board of trustees or the like  of  any  for-profit  or
          non-profit  entity  that  does  not  compete with the Company, or
          performing  services  of  any  type for any  civic  or  community
          entity,  whether  or  not  the  Employee   receives  compensation
          therefor,  (b) investing  his assets in such form  or  manner  as
          shall require no more than  nominal  services  on the part of the
          Employee in the operation of the business of or property in which
          such  investment  is  made, or (c) serving in various  capacities
          with, and attending meetings  of,  industry  or  trade groups and
          associations,   as  long  as  the  Employee's  engaging  in   any
          activities permitted  by virtue of clauses (a), (b) and (c) above
          does not materially interfere with the ability of the Employee to
          perform the services and  discharge the responsibilities required
          of him under this Agreement.   Notwithstanding  clause (b) above,
          during  the Employment Term, the Employee shall not  perform  any
          services  for  and shall not beneficially own more than 2% of the
          equity interests  of  a  business organization that competes with
          the Company or its affiliates.   For  purposes of this paragraph,
          "beneficially own" shall have the meaning  given  to that term in
          Rule  13d-3  under  the  Securities  Exchange  Act  of 1934  (the
          "Exchange Act").

          Section 2.Compensation and Benefits

               During  the  Employment Term, the Company shall provide  the
          Employee with the compensation and benefits described below:

               2.1  Salary.    Employee   shall  receive  a  salary  ("Base
          Salary")  at  the rate of $200,000  per  year.   Employee's  Base
          Salary shall be  payable to the Employee at such intervals as the
          salaries of other  salaried  employees  of  the Company are paid.
          Any increase in Employee's Base Salary shall  take effect for the
          payroll period next following the date on which  the condition to
          such increase is met.

               2.2  Bonus.   (a)   Employee  will  receive bonuses  in  the
          following amounts:  (i) for the period beginning June 1, 1996 and
          ending June 30, 1997, 10% of the amount by  which  the  Company's
          pre-tax  earnings during such fiscal year exceed $1,487,735  and,
          if Akorn's  consolidated  sales  and  pre-tax earnings during the
          fiscal year ending June 30, 1997 are at  least  90%  and  75%  of
          their   budgeted   amounts,   respectively,   0.5%   of   Akorn's
          consolidated  pre-tax earnings during such fiscal year; (ii)  for
          the fiscal year ending June 30, 1998, 7.5% of the increase in the
          Company's pre-tax  earnings  for such fiscal year compared to the
          pre-tax earnings of the Company during the fiscal year ended June
          30, 1997 and, if Akorn's consolidated  sales and pre-tax earnings
          for such fiscal year are at least 90% and  75%  of their budgeted
          amounts,  respectively,  0.5%  of  Akorn's  consolidated  pre-tax
          earnings;   and   (iii)   if  both  the  Company's  and   Akorn's
          consolidated sales and pre-tax earnings for the fiscal year ended
          June 30, 1999 are at least 75% and 90% of their budgeted amounts,
          respectively, 1% of the Company's  pre-tax  earnings  and 0.5% of
          Akorn's consolidated pre-tax earnings during such fiscal year.
                    
                    (b)  Up  to  50% of any bonuses paid to Employee  under
          the terms of this Section  may  be  paid  in  options to purchase
          Akorn common stock, with such options being valued at twenty-five
          percent of the market price for such stock at time of issuance of
          the  option,  as determined under Akorn's Incentive  Compensation
          Plan.  The terms  of  any options granted under this Section will
          be determined by the Compensation  Committee  of Akorn's Board of
          Directors  and  consistent  with  other options contemporaneously
          granted to similarly situated employees of Akorn and the Company.

               2.3  Benefits.  The Employee will be eligible to participate
          in  the receipt of options to purchase  shares  of  Akorn  common
          stock  under  Akorn's  Incentive  Compensation  Plan  in a manner
          consistent  with  similarly  situated employees of Akorn and  the
          Company.   The  Company  shall  provide   the  Employee  and,  if
          applicable,  his family members all such (i)  incentive,  savings
          and retirement  plans,  practices,  policies  and  programs, (ii)
          welfare benefit plans, practices, policies and programs and (iii)
          paid  vacation  and  other  fringe  benefits,  plans,  practices,
          policies  and  programs  as  are  applicable  generally  to other
          employees  of  the  Company  and its affiliated companies as each
          such  plan or benefit listed in  (i),  (ii)  and  (iii)  of  this
          Section  2.3  is  described in the Company's employee manual.  To
          the extent not inconsistent  with such plans, practices, policies
          and programs, Employee will be  credited  with  time served as an
          employee of PRL.

          Section 3.Termination of Employment

               3.1  Death.   The  Employee's  status  as an employee  shall
          terminate immediately and automatically upon the Employee's death
          during the Employment Term.

               3.2  Disability.  The Employee's status  as  an employee may
          be terminated for "Disability" as follows:

                    (a)  The   Employee's  status  as  an  employee   shall
          terminate if the Employee has a disability that would entitle him
          to  receive benefits under  the  Company's  long-term  disability
          insurance  policy in effect at the time of such disability either
          because he is  Totally  Disabled  or  Partially Disabled, as such
          terms are defined in the Company's policy  in  effect  as  of the
          Agreement  Date  or as similar terms are defined in any successor
          policy.  Any such termination shall become effective on the first
          day on which the Employee  is  eligible to receive payments under
          such policy (or on the first day that he would be so eligible, if
          he had applied timely for such payments).

                    (b)  In the event that  the  Company  has  no long-term
          disability  plan  in  effect,  if  (i)  the  Employee is rendered
          incapable because of physical or mental illness of satisfactorily
          discharging his duties and responsibilities under  this Agreement
          for  a  period  of 90 consecutive days and (ii) a duly  qualified
          physician chosen  by  the  Company  so  certifies in writing, the
          Board  shall have the power to determine that  the  Employee  has
          become disabled.   If  the  Board makes such a determination, the
          Company shall have the continuing  right  and  option, during the
          period that such disability continues, and by notice given in the
          manner  provided in this Agreement, to terminate  the  status  of
          Employee  as  an  employee.   Any  such  termination shall become
          effective  30  days  after such notice of termination  is  given,
          unless within such 30-day period, the Employee becomes capable of
          rendering services of  the  character  contemplated hereby (and a
          physician chosen by the Company so certifies  in writing) and the
          Employee in fact resumes such services.

                    (c)  The  "Disability Effective Date"  shall  mean  the
          date on which termination  of employment becomes effective due to
          Disability.

               3.3  Cause.  The Company may terminate the Employee's status
          as an employee for Cause.  As  used  herein,  termination  by the
          Company of the Employee's status as an employee for "Cause" shall
          mean termination as a result of (a) the Employee's breach of  any
          of  the provisions of this Agreement, or (b) the willful engaging
          by the Employee in misconduct injurious to the Company.

               3.4  Voluntary  Termination  by  the  Parties.   Either  the
          Company or the Employee may terminate the Employee's status as an
          employee during the Employment Term for reasons other than death,
          Disability  or  Cause,  subject to compliance by the Company with
          Section 4.2 and by the Employee with Section 4.3.

               3.5  Notice of Termination.   Any termination by the Company
          for  Disability  or  Cause  shall be communicated  by  notice  of
          termination to the other party  hereto  given  in accordance with
          Section 6.2 ("Notice of Termination").

               3.6  Date of Termination.  "Date of Termination"  means  (a)
          if  Employee's employment is terminated by reason of his death or
          Disability,  the  date  of  death  of  Employee or the Disability
          Effective Date, as the case may be, (b) if  Employee's employment
          is terminated by the Company for Cause the date  of  delivery  of
          the  Notice  of  Termination or any later date specified therein,
          (which date shall  not  be  more than 30 days after the giving of
          such notice) as the case may be, (c) if the Employee's employment
          is terminated by the Company  prior  to the end of the Employment
          Term for reasons other than death, Disability  or Cause, the date
          on  which  the Company notifies the Employee of such  termination
          and  (d) if  the  Employee's  employment  is  terminated  by  the
          Employee prior  to  the  end  of the Employment Term, the date on
          which the Employee notifies the  Company  of  such termination or
          any later date specified therein, (which date shall  not  be more
          than 30 days after the giving of such notice).

          Section 4.Obligations Upon Termination

               4.1  Death  or  Disability.   If  Employee's  status  as  an
          employee   is   terminated  by  reason  of  Employee's  death  or
          Disability,  this   Agreement  shall  terminate  without  further
          obligations on the part  of the Company to Employee and his legal
          representatives under this  Agreement,  other than the obligation
          to  make  any  payments  due pursuant to employee  benefit  plans
          maintained by the Company or its subsidiaries.

               4.2  Termination for  Cause  or  at  End of Employment Term.
          This Agreement shall terminate without further  obligation to the
          Employee  other  than obligations imposed by law and  obligations
          imposed pursuant to  any  employee benefit plan maintained by the
          Company or its subsidiaries  (a)  at  the  end  of the Employment
          Term; (b) if the Employee's status as an employee  is  terminated
          by  the  Company for Cause or (c) if the Employee terminates  his
          status as  an  employee;  provided, however, that nothing in this
          Section  4.2  shall  relieve  Employee   from   the  obligations,
          limitations and restrictions contained in Section 5 hereof.

               4.3  Termination  by Company for Reasons other  than  Death,
          Disability or Cause.  If  the  Company  terminates the Employee's
          status as an employee prior to the end of the Employment Term for
          reasons other than death, Disability or Cause, then:

                    (a)  within  30  days of the Date  of  Termination  the
          Company shall pay to the Employee  in  a lump sum an amount equal
          to the Employee's Base Salary through the  end  of the Employment
          Term had the Notice of Termination been given as  of  the Date of
          Termination; and

                    (b)  within  90 days of the end of the fiscal  year  in
          which the Date of Termination  occurs  and  within 90 days of the
          end  of each subsequent fiscal year, the Company  shall  pay  the
          Employee  any  bonus  to  which Employee would have been entitled
          under the provisions of Section  2.2 if his status as an Employee
          had not been terminated; and

                    (c)  the  Employee  shall   remain   subject   to   the
          obligations, limitations and restrictions contained in Section  5
          hereof.

               4.4  Accrued Obligations and Other Benefits.  Subject to the
          provisions  of Section 5.3 hereof, upon termination of employment
          for  any  reason  the  Employee  shall  be  entitled  to  receive
          promptly, and  in  addition  to  any  other benefits specifically
          provided,  (a) the Employee's Base Salary  through  the  Date  of
          Termination  to  the extent not theretofore paid, (b) any accrued
          vacation pay, to the  extent  not theretofore paid, (c) any other
          vested benefits the Employee is  entitled  to  receive  under any
          plan   or  agreement  of  the  Company  and  (d)  any  bonus  not
          theretofore  paid  which  is  attributable  to a full fiscal year
          during which Employee was employed by the Company, whether or not
          Employee  shall  be  employed  as  of the date of  the  scheduled
          payment of such bonus.

               4.5  Resignation as a Director.   If  Employee is a director
          of the Company or of Akorn and his employment  is  terminated for
          any reason other than death, the Employee shall, if  requested by
          the  Company  or Akorn, immediately resign as a director  of  the
          Company and Akorn.   If  such resignation is not received when so
          requested, the Employee shall  forfeit  any  right to receive any
          payments pursuant to this Agreement.

          Section 5.Confidentiality and Non-Competition Agreement.

               5.1  Non-disclosure  of Confidential Information.   Employee
          acknowledges that both prior  to  and  during  the  term  of this
          Agreement  he  may  develop,  acquire  or  be furnished by others
          confidential    proprietary    information,   ideas,    concepts,
          discoveries, marketing information  or  customer information (all
          such  information  referred  to  hereinafter   as   "Confidential
          Information") relating to the business interests of the  Company,
          Akorn,  their  predecessor companies, subsidiaries and affiliates
          (collectively referred  to  hereinafter as the "Akorn Entities").
          Employee  recognizes  that the  protection  of  the  Confidential
          Information  against  unauthorized   use  and  disclosure  is  of
          critical  importance  to the Akorn Entities  and,  therefore,  in
          addition to other duties  and  obligations that may be imposed by
          law, agrees:

                    (a)  During the term of  this  Agreement and thereafter
          Employee shall hold in a fiduciary capacity  for  the  benefit of
          the Akorn Entities all Confidential Information which shall  have
          been  obtained by Employee during Employee's employment and shall
          use such  Confidential Information solely within the scope of his
          employment  with  and  for  the  exclusive  benefit  of the Akorn
          Entities.

                    (b)  During  the  term of this Agreement and thereafter
          Employee shall not communicate,  divulge or make available to any
          person  or  entity  (other  than  the Akorn  Entities  and  their
          authorized  representatives) any such  Confidential  Information,
          except upon the prior written authorization of the Akorn Entities
          or as may be required by law or legal process, and

                    (c)  Upon termination of this Agreement, Employee shall
          deliver promptly  to  the Company any Confidential Information in
          his possession, including any duplicates thereof and any notes or
          other records Employee has prepared with respect thereto.  In the
          event that the provisions  of  any applicable law or the order of
          any court would require Employee  to  disclose  or otherwise make
          available any Confidential Information, Employee  shall  give the
          Akorn  Entities  prompt  prior  written  notice  of such required
          disclosure and an opportunity to contest the requirement  of such
          disclosure  or apply for a protective order with respect to  such
          Confidential Information by appropriate proceedings.

               5.2. Covenant  Not  to  Compete.  (a)  During the Employment
          Term and until termination of  Employee's  obligations under this
          Section 5.2 as provided in Section 5.5(b), Employee  agrees that,
          with  respect  to  each  State  of  the  United  States  or other
          jurisdiction,   or  specified  portions  thereof,  in  which  the
          Employee regularly  (a) makes contact with customers of the Akorn
          Entities (b) conducts  the  business of the Akorn Entities or (c)
          supervises  the  activities  of  other  employees  of  the  Akorn
          Entities, and in which any one  of  the Akorn Entities engages in
          business on the Date of Termination (collectively,  the  "Subject
          Areas"), Employee will not:

                              (i)  Directly  or indirectly, for himself  or
          others,  own,  manage,  operate,  control,   be  employed  in  an
          executive, managerial or supervisory capacity  by,  or  otherwise
          engage   or   participate  in  or  allow  his  skill,  knowledge,
          experience or reputation  to  be  used  in  connection  with, the
          ownership,  management,  operation or control of, any company  or
          other business enterprise which is competitive to the business of
          the Akorn Entities; provided,  however,  that  nothing  contained
          herein shall prohibit Employee from making passive investments as
          long  as  Employee does not beneficially own more than 2% of  the
          equity interests  of  a  business enterprise which is competitive
          with the Akorn Entities within  any  of  the  Subject Areas.  For
          purposes  of this paragraph, "beneficially own"  shall  have  the
          same meaning  given to that term in Rule 13d-3 under the Exchange
          Act.
                              (ii) Call  upon  any  customer  of  the Akorn
          Entities  for  the  purpose  of soliciting, diverting or enticing
          away  the  business  of  such  person  or  entity,  or  otherwise
          disrupting  any  previously  established   relationship  existing
          between such person or entity and the Akorn Entities;

                              (iii)Solicit, induce, influence or attempt to
          influence any supplier, lessor, licensor, potential  acquiree  or
          any  other  person who has a business relationship with the Akorn
          Entities, or  who on the day this Agreement terminates is engaged
          in  discussions   or   negotiations  to  enter  into  a  business
          relationship with the Akorn  Entities,  to  discontinue or reduce
          the extent of such relationship with the Akorn Entities;

                              (iv) Make contact with any  of  the employees
          of the Akorn Entities with whom he had contact during  the course
          of  his  employment  with  the Akorn Entities for the purpose  of
          soliciting such employee for  hire,  whether  as  an  employee or
          independent  contractor,  or otherwise disrupting such employee's
          relationship with the Akorn Entities; and

                              (v)  For  a period of one year from and after
          this Agreement terminates, hire,  on  behalf  of  himself  or any
          company which is competitive with the Akorn Entities any employee
          of  the  Akorn Entities as an employee or independent contractor,
          whether or not such engagement is solicited by Employee.

                         (b)  Employee  agrees  that  he  will from time to
          time upon the request of the Akorn Entities promptly  execute any
          supplement, amendment, restatement or other modification  of this
          Section 5 as may be necessary or appropriate to correctly reflect
          the jurisdictions which, at the time of such modification, should
          be covered by this Section 5.

               5.3. Injunctive Relief; Other Remedies.

               Employee  acknowledges  that  a  breach  by  Employee of any
          provision of this Section 5 would cause immediate and irreparable
          harm to the Akorn Entities for which an adequate monetary  remedy
          does  not  exist; hence, Employee agrees that, in the event of  a
          breach or threatened breach by Employee of the provisions of this
          Section 5 during  or  after the term of this Agreement, the Akorn
          Entities  shall  be entitled  to  injunctive  relief  restraining
          Employee from such  violation  without  the necessity of proof of
          actual damage or the posting of any bond,  except  as required by
          non-waivable, applicable law.  Nothing herein, however,  shall be
          construed  as  prohibiting  the Akorn Entities from pursuing  any
          other remedy at law or in equity  to which the Akorn Entities may
          be entitled under applicable law in  the  event  of  a  breach or
          threatened  breach  of  this  Agreement  by  Employee,  including
          without  limitation  the  recovery  of  damages  and/or costs and
          expenses,  such  as reasonable attorneys' fees, incurred  by  the
          Akorn Entities as  a  result  of any such breach.  In addition to
          the exercise of the foregoing remedies,  the Akorn Entities shall
          have the right upon the occurrence of any  such  breach to cancel
          any   unpaid  compensation  outstanding  at  the  time  of   such
          termination.   In  particular,  Employee  acknowledges  that  the
          payments  provided  under Section 2 are conditioned upon Employee
          fulfilling  any  noncompetition   and   nondisclosure  agreements
          contained in this Section 5.  In the event  Employee shall at any
          time  materially  breach  any  noncompetition  or   nondisclosure
          agreements  contained  in this Agreement, the Akorn Entities  may
          suspend or eliminate payments  under  Section 2 during the period
          of such breach.  Employee acknowledges  that  any such suspension
          or  elimination  of payments would be an exercise  of  the  Akorn
          Entities' right to suspend or terminate its performance hereunder
          upon Employee's breach  of  this  Agreement;  such  suspension or
          elimination of payments would not constitute, and should  not  be
          characterized as, the imposition of liquidated damages.

               5.4. Governing Law of this Section; Consent to Jurisdiction.

               Any  dispute  regarding  the reasonableness of the covenants
          and agreements set forth in this  Section  5,  or the territorial
          scope or duration thereof, or the remedies available to the Akorn
          Entities upon any breach of such covenants and agreements,  shall
          be governed by and interpreted in accordance with the laws of the
          State  of  the  United  States or other jurisdiction in which the
          alleged prohibited competing  activity or disclosure occurs, and,
          with  respect  to  each  such dispute,  the  Akorn  Entities  and
          Employee  each  hereby  irrevocably   consent  to  the  exclusive
          jurisdiction  of  the  state and federal courts  sitting  in  the
          relevant State for resolution  of  such  dispute, and agree to be
          irrevocably bound by any judgment rendered  thereby in connection
          with such dispute, and further agree that service  of process may
          be made upon him or it in any legal proceeding relating  to  this
          Section and/or Appendix A by any means allowed under the laws  of
          such  jurisdiction.   Each party irrevocably waives any objection
          he or it may have as to  the  venue  of  any such suit, action or
          proceeding brought in such a court or that  such  a  court  is an
          inconvenient forum.

               5.5. Term of Confidentiality and Non-Competition Agreements.

                         (a)  Confidentiality      Agreement.      Employee
          acknowledges that the provisions of Section  5.1  hereof shall be
          binding upon Employee subsequent to the termination  of the Akorn
          Entities'  obligations  under  this  Agreement  and  shall remain
          effective until such time as the Akorn Entities provide  Employee
          with written consent to the contrary.

                         (b)  Non-Competition      Agreement.      Employee
          acknowledges that his obligations under Section  5.2  hereof (the
          "Obligations") shall be binding upon Employee subsequent  to  the
          termination   of  the  Akorn  Entities'  obligations  under  this
          Agreement and shall terminate as follows:

                              (i)  If  Employee's  status as an employee of
          the  Company is terminated for Cause by the  Company  or  by  the
          Employee for reasons other than Disability, the Obligations shall
          terminate  on  the later to occur of (A) the first anniversary of
          the Date of Termination  or (B) the sooner to occur of the end of
          the Employment Term or the  second  anniversary  of  the  Date of
          Termination.

                              (ii) If  Employee's status as an employee  is
          terminated by the Company prior  to the third anniversary of this
          Agreement  for  reasons  other  than  by   reason  of  Employee's
          Disability or Cause, the Obligations shall terminate  on the Date
          of Termination.

                              (iii)If  Employee's status as an employee  of
          PRL is terminated on the third  anniversary of this Agreement and
          is not renewed, the Obligations of  Employee shall continue for a
          period of up to one year from the end  of  his Employment Term if
          the Company has within 15 days of the end of  the Employment Term
          paid to Employee in a lump sum an amount equal  to  the amount of
          salary  to which Employee would have been entitled under  Section
          2.1 if his  employment  hereunder had continued during the period
          that his Obligations are to continue.

          Section 6.Miscellaneous

               6.1  Binding Effect.

                    (a)  This Agreement  shall be binding upon and inure to
          the benefit of the Company and any of its successors or assigns.

                    (b)  This Agreement is  personal  to  the  Employee and
          shall  not  be assignable by the Employee without the consent  of
          the Company (there  being  no  obligation  to  give such consent)
          other than such rights or benefits as are transferred  by will or
          the laws of descent and distribution.

                    (c)  The  Company  shall  require  any successor to  or
          assignee  of  (whether  direct or indirect, by purchase,  merger,
          consolidation or otherwise)  all  or  substantially  all  of  the
          assets or businesses of the Company (i) to assume unconditionally
          and  expressly this Agreement and (ii) to agree to perform all of
          the obligations  under  this  Agreement in the same manner and to
          the same extent as would have been required of the Company had no
          assignment or succession occurred,  such  assumption  to  be  set
          forth  in  a writing reasonably satisfactory to the Employee.  In
          the  event  of  any  such  assignment  or  succession,  the  term
          "Company" as  used  in  this  Agreement  shall refer also to such
          successor or assign.

                    (d)  The  Company  shall  require  all   entities  that
          control,  or  that  after  any  change  of  control will control,
          directly or indirectly, any such successor or  assignee  to agree
          to  cause  to  be  performed  all  of  the obligations under this
          Agreement in the same manner and to the same extent as would have
          been  required  of  the Company had no assignment  or  succession
          occurred, such agreement  to  be  set forth in writing reasonably
          satisfactory to the Employee.

               6.2  Notices.  All notices hereunder  must be in writing and
          shall be deemed to have given upon receipt of  delivery  by:  (a)
          personal  delivery to the designated individual, (b) certified or
          registered mail, postage prepaid, return receipt requested, (c) a
          nationally recognized overnight courier service with confirmation
          of receipt  or  (d)  facsimile  transmission with confirmation of
          receipt.  All such notices must be  addressed  as follows or such
          other address as to which any party hereto may have  notified the
          other in writing:

               If to the Company or Akorn, to:

               100 Akorn Drive
               Abita Springs, Louisiana  70420
               Attention:  Barry D. LeBlanc, President
               Facsimile transmission No.  504-893-1257

               If to the Employee, to:

               Floyd Benjamin
               8 Greystone Way
               Laguna Miguel, CA  92677
               Facsimile transmission No.  714-498-3613

               6.3  Entire  Agreement.   This  Agreement  constitutes   the
          entire  understanding  and  agreement  between the parties hereto
          with  respect  to  Employee's  employment  by   the  Company  and
          supersedes   all   prior   agreements,  whether  or  not  written
          including, without limitation, the PRL Employment Agreement.

               6.4  Governing  Law.  Except  as  provided  in  Section  5.4
          hereof,  this  Agreement  shall  be  construed  and  enforced  in
          accordance with and governed by the internal laws of the State of
          Louisiana.

               6.5  Withholding.   The Employee agrees that the Company has
          the right to withhold, from  the amounts payable pursuant to this
          Agreement, all amounts required  to  be withheld under applicable
          income  and/or employment tax laws, or  as  otherwise  stated  in
          documents granting rights that are affected by this Agreement.

               6.6  Severability.   If any term or provision of this Agree-
          ment or the application thereof  to  any  person or circumstance,
          shall  at  any  time  or  to  any extent be invalid,  illegal  or
          unenforceable in any respect as written, Employee and the Company
          intend for any court construing this Agreement to modify or limit
          such provision temporally, spatially or otherwise so as to render
          it valid and enforceable to the  fullest  extent  allowed by law.
          Any  such  provision that is not susceptible of such  reformation
          shall be ignored  so as to not affect any other term or provision
          hereof, and the remainder  of  this Agreement, or the application
          of such term or provision to persons  or circumstances other than
          those as to which it is held invalid, illegal  or  unenforceable,
          shall not be affected thereby and each term and provision of this
          Agreement  shall  be  valid  and  enforced to the fullest  extent
          permitted by law.

               6.7  Waiver of Breach.  The waiver  by  either  party  of  a
          breach of any provision of this Agreement shall not operate or be
          construed as a waiver of any subsequent breach thereof.

               6.8  Remedies  Not  Exclusive.   No  remedy specified herein
          shall  be  deemed  to  be  such  party's  exclusive  remedy,  and
          accordingly,  in  addition  to  all  of the rights  and  remedies
          provided for in this Agreement, the parties  shall have all other
          rights and remedies provided to them by applicable  law,  rule or
          regulation.

               6.9  Company's Reservation of Rights.  Employee acknowledges
          and  understands that the Employee serves at the pleasure of  the
          Board and that the Company has the right at any time to terminate
          Employee's  status as an employee of the Company, or to change or
          diminish his  status  during  the Employment Term, subject to the
          rights of the Employee to claim  the  benefits  conferred by this
          Agreement.

               6.10 Survival.   Following  the  Date  of Termination,  each
          party shall have the right to enforce all rights,  and  shall  be
          bound  by  all  obligations,  of  such  party that are continuing
          rights and obligations under this Agreement.

               6.11 Counterparts.  This Agreement may be executed in one or
          more  counterparts,  each  of  which shall be  deemed  to  be  an
          original but all of which together  shall  constitute one and the
          same instrument.

               6.12 Arbitration.  Any controversy arising under, out of, in
          connection  with,  or  relating  to,  this  Agreement,   and  any
          amendment  hereof,  or  the  breach  hereof  or thereof, shall be
          determined and settled by arbitration in San Clemente, California
          or  Chicago,  Illinois, by an arbitrator or arbitrators  mutually
          agreed upon by  the  Company  and  Akorn, on the one hand and the
          Employee, on the other or, if the Company, Akorn and the Employee
          shall  fail or be unable to so agree  within  ten  business  days
          after  the  written  request  therefor,  by  such  arbitrator  or
          arbitrators  as  may  be selected in accordance with the rules of
          the American Arbitration Association.  Any award rendered therein
          shall  specify  the  findings   of  fact  of  the  arbitrator  or
          arbitrators and the reasons for such award, with reference to and
          reliance on relevant law.  In making  awards  under this Section,
          the arbitrator shall have the authority, in his  sole discretion,
          to cause the reasonable attorney's fees and costs of one party to
          be  assessed  against  and paid by the other party.   Any  awards
          under this Section shall  be final and binding on each and all of
          the  parties  thereto  and their  personal  representatives,  and
          judgment may be entered  thereon in any court having jurisdiction
          thereof.

               IN WITNESS WHEREOF, the Company and the Employee have caused
          this Agreement to be executed as of the Agreement Date.

                                        AKORN MANUFACTURING, INC.

                                        By: ___________________________
                                             Eric M. Wingerter,
                                             Secretary and Treasurer

                                        AKORN, INC.

                                        By: ___________________________
                                              Barry D. LeBlanc, President

                                        EMPLOYEE:

                                             __________________________
                                                     Floyd Benjamin

                          EMPLOYMENT AGREEMENT--TOM YANKOFF

               This  Employment  Agreement ("Agreement") by and between, on
          the one hand, Akorn, Inc., a Louisiana corporation ("Akorn"), and
          its  wholly  owned  subsidiary,  Akorn  Manufacturing,  Inc.,  an
          Illinois corporation  (the  "Company"),  and,  on  the other, Tom
          Yankoff  (the  "Employee")  is  dated  as  of  May 31, 1996  (the
          "Agreement Date").

               WHEREAS, Akorn, the Company and the Employee  are parties to
          that  certain  Agreement  and  Plan of Merger dated May  7,  1996
          pursuant to which Pasadena Research  Laboratories,  Inc.  ("PRL")
          merged with and into the Company (the "Merger Agreement");

               WHEREAS,   Employee   was  a  shareholder  of  PRL  and,  in
          connection with such merger,  received  consideration for his PRL
          shares;

               WHEREAS, the Employee was previously  employed  by PRL under
          the terms of an employment agreement entered into between PRL and
          Employee (the "PRL Employment Agreement");

               WHEREAS,  in connection with the Merger Agreement,  Employee
          and the Company desire to supersede the PRL Employment Agreement,
          the Company desires  to  retain the services of Employee pursuant
          to the terms of this Agreement  and  Employee desires to continue
          in the service of the Company on such terms;

               NOW, THEREFORE, for and in consideration of the consummation
          of  the transactions contemplated by the  Merger  Agreement,  the
          cancellation   of  the  obligations  and  rights  under  the  PRL
          Employment Agreement, the continued employment of Employee by the
          Company and the  payment  of wages, salary and other compensation
          to Employee by the Company, the parties hereto agree as follows:

          Section 1.Employment Capacity and Term

               1.1  Capacity  and Duties  of  Employee.   The  Employee  is
          employed by the Company  to  render  services  on  behalf  of the
          Company  as  Vice  President  of  Sales  and  Marketing.  In such
          capacity, the Employee shall perform such duties  as are assigned
          to the individual holding such title by the Company's  Bylaws and
          such other duties as may be prescribed from time to time  by  the
          Board of Directors of the Company (the "Board").

               1.2  Employment  Term.   The  term  of  this  Agreement (the
          "Employment Term") shall commence on the Agreement Date and shall
          continue until and terminate upon the third anniversary  of  such
          date; provided, however, that Employee's status as an employee is
          subject  to  earlier  termination  to the extent provided in this
          Agreement; and provided, further, that the Employment Term may be
          extended by mutual written agreement of the parties.

               1.3  Devotion to Responsibilities.   During  the  Employment
          Term, the Employee shall devote all of his business time  to  the
          business  of  the  Company  and  its  subsidiaries and affiliated
          companies,  shall  use  his reasonable best  efforts  to  perform
          faithfully and efficiently  his  duties under this Agreement, and
          shall  not  engage  in  or be employed  by  any  other  business;
          provided, however, that nothing  contained  herein shall prohibit
          the  Employee  from  (a) serving  as  a member of  the  board  of
          directors, board of trustees or the like  of  any  for-profit  or
          non-profit  entity  that  does  not  compete with the Company, or
          performing  services  of  any  type for any  civic  or  community
          entity,  whether  or  not  the  Employee   receives  compensation
          therefor,  (b) investing  his assets in such form  or  manner  as
          shall require no more than  nominal  services  on the part of the
          Employee in the operation of the business of or property in which
          such  investment  is  made, or (c) serving in various  capacities
          with, and attending meetings  of,  industry  or  trade groups and
          associations,   as  long  as  the  Employee's  engaging  in   any
          activities permitted  by virtue of clauses (a), (b) and (c) above
          does not materially interfere with the ability of the Employee to
          perform the services and  discharge the responsibilities required
          of him under this Agreement.   Notwithstanding  clause (b) above,
          during  the Employment Term, the Employee shall not  perform  any
          services  for  and shall not beneficially own more than 2% of the
          equity interests  of  a  business organization that competes with
          the Company or its affiliates.   For  purposes of this paragraph,
          "beneficially own" shall have the meaning  given  to that term in
          Rule  13d-3  under  the  Securities  Exchange  Act  of 1934  (the
          "Exchange Act").

          Section 2.Compensation and Benefits

               During  the  Employment Term, the Company shall provide  the
          Employee with the compensation and benefits described below:

               2.1  Salary.    Employee   shall  receive  a  salary  ("Base
          Salary")  at  the rate of $130,000  per  year.   Employee's  Base
          Salary shall be  payable to the Employee at such intervals as the
          salaries of other  salaried  employees  of  the Company are paid.
          Any increase in Employee's Base Salary shall  take effect for the
          payroll period next following the date on which  the condition to
          such increase is met.

               2.2  Bonus.   (a)   Employee  will  receive bonuses  in  the
          following amounts:  (i) for the period beginning June 1, 1996 and
          ending June 30, 1997, 10% of the amount by  which  the  Company's
          pre-tax earnings during such fiscal year exceed $1,487,735,  (ii)
          for the fiscal year ending June 30, 1998, 7.5% of the increase in
          the  Company's  pre-tax earnings for such fiscal year compared to
          the pre-tax earnings  of the Company during the fiscal year ended
          June 30, 1997; and (iii)  if  the  Company's  sales  and  pre-tax
          earnings for the fiscal year ended June 30, 1999 are at least 75%
          and  90%  of  their  budgeted  amounts,  respectively,  1% of the
          Company's pre-tax earnings during such fiscal year.

                    (b)  Up  to  50% of any bonuses paid to Employee  under
          the terms of this Section  may  be  paid  in  options to purchase
          Akorn common stock, with such options being valued at twenty-five
          percent of the market price for such stock at time of issuance of
          the  option,  as determined under Akorn's Incentive  Compensation
          Plan.  The terms  of  any options granted under this Section will
          be determined by the Compensation  Committee  of Akorn's Board of
          Directors  and  consistent  with  other options contemporaneously
          granted to similarly situated employees of Akorn and the Company.

               2.3  Benefits.  The Employee will be eligible to participate
          in  the receipt of options to purchase  shares  of  Akorn  common
          stock  under  Akorn's  Incentive  Compensation  Plan  in a manner
          consistent  with  similarly  situated employees of Akorn and  the
          Company.   The  Company  shall  provide   the  Employee  and,  if
          applicable,  his family members all such (i)  incentive,  savings
          and retirement  plans,  practices,  policies  and  programs, (ii)
          welfare benefit plans, practices, policies and programs and (iii)
          paid  vacation  and  other  fringe  benefits,  plans,  practices,
          policies  and  programs  as  are  applicable  generally  to other
          employees  of  the  Company  and its affiliated companies as each
          such  plan or benefit listed in  (i),  (ii)  and  (iii)  of  this
          Section  2.3  is  described in the Company's employee manual.  To
          the extent not inconsistent  with such plans, practices, policies
          and programs, Employee will be  credited  with  time served as an
          employee of PRL.

               2.4  Severance Benefits. If Employee's status as an Employee
          hereunder  is terminated by Employee after the first  anniversary
          of this Agreement  and  prior  to  the  third anniversary of this
          Agreement,  the  Company  shall (i) pay to Employee  a  severance
          benefit equal to 1.15 times  the  amount  of salary that Employee
          would have earned under Section 2.1 had Employee's  status  as an
          employee  hereunder  continued  until the earlier to occur of (A)
          one  year  from  the  Date  of  Termination   or  (B)  the  third
          anniversary  of this Agreement and (ii) continue  Employee  as  a
          participant  in   the   Company's  health,  life  and  disability
          insurance programs until  the  earlier  to  occur of (A) one year
          from the Date of Termination or (B) the third anniversary of this
          Agreement.

          Section 3.Termination of Employment

               3.1  Death.   The  Employee's  status as an  employee  shall
          terminate immediately and automatically upon the Employee's death
          during the Employment Term.

               3.2  Disability.  The Employee's  status  as an employee may
          be terminated for "Disability" as follows:

                    (a)  The   Employee's  status  as  an  employee   shall
          terminate if the Employee has a disability that would entitle him
          to  receive benefits under  the  Company's  long-term  disability
          insurance  policy in effect at the time of such disability either
          because he is  Totally  Disabled  or  Partially Disabled, as such
          terms are defined in the Company's policy  in  effect  as  of the
          Agreement  Date  or as similar terms are defined in any successor
          policy.  Any such termination shall become effective on the first
          day on which the Employee  is  eligible to receive payments under
          such policy (or on the first day that he would be so eligible, if
          he had applied timely for such payments).

                    (b)  In the event that  the  Company  has  no long-term
          disability  plan  in  effect,  if  (i)  the  Employee is rendered
          incapable because of physical or mental illness of satisfactorily
          discharging his duties and responsibilities under  this Agreement
          for  a  period  of 90 consecutive days and (ii) a duly  qualified
          physician chosen  by  the  Company  so  certifies in writing, the
          Board  shall have the power to determine that  the  Employee  has
          become disabled.   If  the  Board makes such a determination, the
          Company shall have the continuing  right  and  option, during the
          period that such disability continues, and by notice given in the
          manner  provided in this Agreement, to terminate  the  status  of
          Employee  as  an  employee.   Any  such  termination shall become
          effective  30  days  after such notice of termination  is  given,
          unless within such 30-day period, the Employee becomes capable of
          rendering services of  the  character  contemplated hereby (and a
          physician chosen by the Company so certifies  in writing) and the
          Employee in fact resumes such services.

                    (c)  The  "Disability Effective Date"  shall  mean  the
          date on which termination  of employment becomes effective due to
          Disability.

               3.3  Cause.  The Company may terminate the Employee's status
          as an employee for Cause.  As  used  herein,  termination  by the
          Company of the Employee's status as an employee for "Cause" shall
          mean termination as a result of (a) the Employee's breach of  any
          of  the provisions of this Agreement, or (b) the willful engaging
          by the Employee in misconduct injurious to the Company.

               3.4  Voluntary  Termination  by  the  Parties.   Either  the
          Company or the Employee may terminate the Employee's status as an
          employee during the Employment Term for reasons other than death,
          Disability  or  Cause,  subject to compliance by the Company with
          Section 4.2 and by the Employee with Section 4.3.

               3.5  Notice of Termination.   Any termination by the Company
          for  Disability  or  Cause  shall be communicated  by  notice  of
          termination to the other party  hereto  given  in accordance with
          Section 6.2 ("Notice of Termination").

               3.6  Date of Termination.  "Date of Termination"  means  (a)
          if  Employee's employment is terminated by reason of his death or
          Disability,  the  date  of  death  of  Employee or the Disability
          Effective Date, as the case may be, (b) if  Employee's employment
          is terminated by the Company for Cause the date  of  delivery  of
          the  Notice  of  Termination or any later date specified therein,
          (which date shall  not  be  more than 30 days after the giving of
          such notice) as the case may be, (c) if the Employee's employment
          is terminated by the Company  prior  to the end of the Employment
          Term for reasons other than death, Disability  or Cause, the date
          on  which  the Company notifies the Employee of such  termination
          and  (d) if  the  Employee's  employment  is  terminated  by  the
          Employee prior  to  the  end  of the Employment Term, the date on
          which the Employee notifies the  Company  of  such termination or
          any later date specified therein, (which date shall  not  be more
          than 30 days after the giving of such notice).

          Section 4.Obligations Upon Termination

               4.1  Death  or  Disability.   If  Employee's  status  as  an
          employee   is   terminated  by  reason  of  Employee's  death  or
          Disability,  this   Agreement  shall  terminate  without  further
          obligations on the part  of the Company to Employee and his legal
          representatives under this  Agreement,  other than the obligation
          to  make  any  payments  due pursuant to employee  benefit  plans
          maintained by the Company or its subsidiaries.

               4.2  Termination for  Cause  or  at  End of Employment Term.
          This Agreement shall terminate without further  obligation to the
          Employee  other  than obligations imposed by law and  obligations
          imposed pursuant to  any  employee benefit plan maintained by the
          Company or its subsidiaries  (a)  at  the  end  of the Employment
          Term; (b) if the Employee's status as an employee  is  terminated
          by  the  Company for Cause or (c) if the Employee terminates  his
          status as  an  employee;  provided, however, that nothing in this
          Section  4.2  shall  relieve  Employee   from   the  obligations,
          limitations and restrictions contained in Section 5 hereof.

               4.3  Termination  by Company for Reasons other  than  Death,
          Disability or Cause.  If  the  Company  terminates the Employee's
          status as an employee prior to the end of the Employment Term for
          reasons other than death, Disability or Cause, then:

                    (a)  within  30  days of the Date  of  Termination  the
          Company shall pay to the Employee  in  a lump sum an amount equal
          to the Employee's Base Salary through the  end  of the Employment
          Term had the Notice of Termination been given as  of  the Date of
          Termination; and

                    (b)  within  90 days of the end of the fiscal  year  in
          which the Date of Termination  occurs  and  within 90 days of the
          end  of each subsequent fiscal year, the Company  shall  pay  the
          Employee  any  bonus  to  which Employee would have been entitled
          under the provisions of Section  2.2 if his status as an Employee
          had not been terminated; and

                    (c)  the  Employee  shall   remain   subject   to   the
          obligations, limitations and restrictions contained in Section  5
          hereof.

               4.4  Accrued Obligations and Other Benefits.  Subject to the
          provisions  of Section 5.3 hereof, upon termination of employment
          for  any  reason  the  Employee  shall  be  entitled  to  receive
          promptly, and  in  addition  to  any  other benefits specifically
          provided,  (a) the Employee's Base Salary  through  the  Date  of
          Termination  to  the extent not theretofore paid, (b) any accrued
          vacation pay, to the  extent  not theretofore paid, (c) any other
          vested benefits the Employee is  entitled  to  receive  under any
          plan   or  agreement  of  the  Company  and  (d)  any  bonus  not
          theretofore  paid  which  is  attributable  to a full fiscal year
          during which Employee was employed by the Company, whether or not
          Employee  shall  be  employed  as  of the date of  the  scheduled
          payment of such bonus.

          Section 5.Confidentiality and Non-Competition Agreement.

               5.1  Non-disclosure of Confidential  Information.   Employee
          acknowledges  that  both  prior  to  and  during the term of this
          Agreement  he  may  develop,  acquire or be furnished  by  others
          confidential    proprietary   information,    ideas,    concepts,
          discoveries, marketing  information  or customer information (all
          such  information  referred  to  hereinafter   as   "Confidential
          Information") relating to the business interests of the  Company,
          Akorn,  their  predecessor companies, subsidiaries and affiliates
          (collectively referred  to  hereinafter as the "Akorn Entities").
          Employee  recognizes  that the  protection  of  the  Confidential
          Information  against  unauthorized   use  and  disclosure  is  of
          critical  importance  to the Akorn Entities  and,  therefore,  in
          addition to other duties  and  obligations that may be imposed by
          law, agrees:

                    (a)  During the term of  this  Agreement and thereafter
          Employee shall hold in a fiduciary capacity  for  the  benefit of
          the Akorn Entities all Confidential Information which shall  have
          been  obtained by Employee during Employee's employment and shall
          use such  Confidential Information solely within the scope of his
          employment  with  and  for  the  exclusive  benefit  of the Akorn
          Entities.

                    (b)  During  the  term of this Agreement and thereafter
          Employee shall not communicate,  divulge or make available to any
          person  or  entity  (other  than  the Akorn  Entities  and  their
          authorized  representatives) any such  Confidential  Information,
          except upon the prior written authorization of the Akorn Entities
          or as may be required by law or legal process, and

                    (c)  Upon termination of this Agreement, Employee shall
          deliver promptly  to  the Company any Confidential Information in
          his possession, including any duplicates thereof and any notes or
          other records Employee has prepared with respect thereto.  In the
          event that the provisions  of  any applicable law or the order of
          any court would require Employee  to  disclose  or otherwise make
          available any Confidential Information, Employee  shall  give the
          Akorn  Entities  prompt  prior  written  notice  of such required
          disclosure and an opportunity to contest the requirement  of such
          disclosure  or apply for a protective order with respect to  such
          Confidential Information by appropriate proceedings.

               5.2. Covenant  Not  to  Compete.  (a)  During the Employment
          Term and until termination of  Employee's  obligations under this
          Section 5.2 as provided in Section 5.5(b), Employee  agrees that,
          with  respect  to  each  State  of  the  United  States  or other
          jurisdiction,   or  specified  portions  thereof,  in  which  the
          Employee regularly  (a) makes contact with customers of the Akorn
          Entities (b) conducts  the  business of the Akorn Entities or (c)
          supervises  the  activities  of  other  employees  of  the  Akorn
          Entities, and in which any one  of  the Akorn Entities engages in
          business on the Date of Termination (collectively,  the  "Subject
          Areas"), Employee will not:

                              (i)  Directly  or indirectly, for himself  or
          others,  own,  manage,  operate,  control,   be  employed  in  an
          executive, managerial or supervisory capacity  by,  or  otherwise
          engage   or   participate  in  or  allow  his  skill,  knowledge,
          experience or reputation  to  be  used  in  connection  with, the
          ownership,  management,  operation or control of, any company  or
          other business enterprise which is competitive to the business of
          the Akorn Entities; provided,  however,  that  nothing  contained
          herein shall prohibit Employee from making passive investments as
          long  as  Employee does not beneficially own more than 2% of  the
          equity interests  of  a  business enterprise which is competitive
          with the Akorn Entities within  any  of  the  Subject Areas.  For
          purposes  of this paragraph, "beneficially own"  shall  have  the
          same meaning  given to that term in Rule 13d-3 under the Exchange
          Act.

                              (ii) Call  upon  any  customer  of  the Akorn
          Entities  for  the  purpose  of soliciting, diverting or enticing
          away  the  business  of  such  person  or  entity,  or  otherwise
          disrupting  any  previously  established   relationship  existing
          between such person or entity and the Akorn Entities;

                              (iii)Solicit, induce, influence or attempt to
          influence any supplier, lessor, licensor, potential  acquiree  or
          any  other  person who has a business relationship with the Akorn
          Entities, or  who on the day this Agreement terminates is engaged
          in  discussions   or   negotiations  to  enter  into  a  business
          relationship with the Akorn  Entities,  to  discontinue or reduce
          the extent of such relationship with the Akorn Entities;

                              (iv) Make contact with any  of  the employees
          of the Akorn Entities with whom he had contact during  the course
          of  his  employment  with  the Akorn Entities for the purpose  of
          soliciting such employee for  hire,  whether  as  an  employee or
          independent  contractor,  or otherwise disrupting such employee's
          relationship with the Akorn Entities; and

                              (v)  For  a period of one year from and after
          this Agreement terminates, hire,  on  behalf  of  himself  or any
          company which is competitive with the Akorn Entities any employee
          of  the  Akorn Entities as an employee or independent contractor,
          whether or not such engagement is solicited by Employee.

                         (b)  Employee  agrees  that  he  will from time to
          time upon the request of the Akorn Entities promptly  execute any
          supplement, amendment, restatement or other modification  of this
          Section 5 as may be necessary or appropriate to correctly reflect
          the jurisdictions which, at the time of such modification, should
          be covered by this Section 5.

               5.3. Injunctive Relief; Other Remedies.

               Employee  acknowledges  that  a  breach  by  Employee of any
          provision of this Section 5 would cause immediate and irreparable
          harm to the Akorn Entities for which an adequate monetary  remedy
          does  not  exist; hence, Employee agrees that, in the event of  a
          breach or threatened breach by Employee of the provisions of this
          Section 5 during  or  after the term of this Agreement, the Akorn
          Entities  shall  be entitled  to  injunctive  relief  restraining
          Employee from such  violation  without  the necessity of proof of
          actual damage or the posting of any bond,  except  as required by
          non-waivable, applicable law.  Nothing herein, however,  shall be
          construed  as  prohibiting  the Akorn Entities from pursuing  any
          other remedy at law or in equity  to which the Akorn Entities may
          be entitled under applicable law in  the  event  of  a  breach or
          threatened  breach  of  this  Agreement  by  Employee,  including
          without  limitation  the  recovery  of  damages  and/or costs and
          expenses,  such  as reasonable attorneys' fees, incurred  by  the
          Akorn Entities as  a  result  of any such breach.  In addition to
          the exercise of the foregoing remedies,  the Akorn Entities shall
          have the right upon the occurrence of any  such  breach to cancel
          any   unpaid  compensation  outstanding  at  the  time  of   such
          termination.   In  particular,  Employee  acknowledges  that  the
          payments  provided  under Section 2 are conditioned upon Employee
          fulfilling  any  noncompetition   and   nondisclosure  agreements
          contained in this Section 5.  In the event  Employee shall at any
          time  materially  breach  any  noncompetition  or   nondisclosure
          agreements  contained  in this Agreement, the Akorn Entities  may
          suspend or eliminate payments  under  Section 2 during the period
          of such breach.  Employee acknowledges  that  any such suspension
          or  elimination  of payments would be an exercise  of  the  Akorn
          Entities' right to suspend or terminate its performance hereunder
          upon Employee's breach  of  this  Agreement;  such  suspension or
          elimination of payments would not constitute, and should  not  be
          characterized as, the imposition of liquidated damages.

               5.4. Governing Law of this Section; Consent to Jurisdiction.

               Any  dispute  regarding  the reasonableness of the covenants
          and agreements set forth in this  Section  5,  or the territorial
          scope or duration thereof, or the remedies available to the Akorn
          Entities upon any breach of such covenants and agreements,  shall
          be governed by and interpreted in accordance with the laws of the
          State  of  the  United  States or other jurisdiction in which the
          alleged prohibited competing  activity or disclosure occurs, and,
          with  respect  to  each  such dispute,  the  Akorn  Entities  and
          Employee  each  hereby  irrevocably   consent  to  the  exclusive
          jurisdiction  of  the  state and federal courts  sitting  in  the
          relevant State for resolution  of  such  dispute, and agree to be
          irrevocably bound by any judgment rendered  thereby in connection
          with such dispute, and further agree that service  of process may
          be made upon him or it in any legal proceeding relating  to  this
          Section and/or Appendix A by any means allowed under the laws  of
          such  jurisdiction.   Each party irrevocably waives any objection
          he or it may have as to  the  venue  of  any such suit, action or
          proceeding brought in such a court or that  such  a  court  is an
          inconvenient forum.

               5.5. Term of Confidentiality and Non-Competition Agreements.

                         (a)  Confidentiality      Agreement.      Employee
          acknowledges that the provisions of Section  5.1  hereof shall be
          binding upon Employee subsequent to the termination  of the Akorn
          Entities'  obligations  under  this  Agreement  and  shall remain
          effective until such time as the Akorn Entities provide  Employee
          with written consent to the contrary.

                         (b)  Non-Competition      Agreement.      Employee
          acknowledges that his obligations under Section  5.2  hereof (the
          "Obligations") shall be binding upon Employee subsequent  to  the
          termination   of  the  Akorn  Entities'  obligations  under  this
          Agreement and shall terminate as follows:

                              (i)  If  Employee's  status as an employee of
          the  Company is terminated for Cause by the  Company  or  by  the
          Employee for reasons other than Disability, the Obligations shall
          terminate  on  the later to occur of (A) the first anniversary of
          the Date of Termination  or (B) the sooner to occur of the end of
          the Employment Term or the  second  anniversary  of  the  Date of
          Termination.

                              (ii) If  Employee's status as an employee  is
          terminated by the Company prior  to the third anniversary of this
          Agreement  for  reasons  other  than  by   reason  of  Employee's
          Disability or Cause, the Obligations shall terminate  on the Date
          of Termination.

                              (iii)If  Employee's status as an employee  of
          PRL is terminated on the third  anniversary of this Agreement and
          is not renewed, the Obligations of  Employee shall continue for a
          period of up to one year from the end  of  his Employment Term if
          the Company has within 15 days of the end of  the Employment Term
          paid to Employee in a lump sum an amount equal  to  the amount of
          salary  to which Employee would have been entitled under  Section
          2.1 if his  employment  hereunder had continued during the period
          that his Obligations are to continue.

          Section 6.Miscellaneous

               6.1  Binding Effect.

                    (a)  This Agreement  shall be binding upon and inure to
          the benefit of the Company and any of its successors or assigns.

                    (b)  This Agreement is  personal  to  the  Employee and
          shall  not  be assignable by the Employee without the consent  of
          the Company (there  being  no  obligation  to  give such consent)
          other than such rights or benefits as are transferred  by will or
          the laws of descent and distribution.

                    (c)  The  Company  shall  require  any successor to  or
          assignee  of  (whether  direct or indirect, by purchase,  merger,
          consolidation or otherwise)  all  or  substantially  all  of  the
          assets or businesses of the Company (i) to assume unconditionally
          and  expressly this Agreement and (ii) to agree to perform all of
          the obligations  under  this  Agreement in the same manner and to
          the same extent as would have been required of the Company had no
          assignment or succession occurred,  such  assumption  to  be  set
          forth  in  a writing reasonably satisfactory to the Employee.  In
          the  event  of  any  such  assignment  or  succession,  the  term
          "Company" as  used  in  this  Agreement  shall refer also to such
          successor or assign.

                    (d)  The  Company  shall  require  all   entities  that
          control,  or  that  after  any  change  of  control will control,
          directly or indirectly, any such successor or  assignee  to agree
          to  cause  to  be  performed  all  of  the obligations under this
          Agreement in the same manner and to the same extent as would have
          been  required  of  the Company had no assignment  or  succession
          occurred, such agreement  to  be  set forth in writing reasonably
          satisfactory to the Employee.

               6.2  Notices.  All notices hereunder  must be in writing and
          shall be deemed to have given upon receipt of  delivery  by:  (a)
          personal  delivery to the designated individual, (b) certified or
          registered mail, postage prepaid, return receipt requested, (c) a
          nationally recognized overnight courier service with confirmation
          of receipt  or  (d)  facsimile  transmission with confirmation of
          receipt.  All such notices must be  addressed  as follows or such
          other address as to which any party hereto may have  notified the
          other in writing:

               If to the Company or Akorn, to:

               100 Akorn Drive
               Abita Springs, Louisiana  70420
               Attention:  Barry D. LeBlanc, President
               Facsimile transmission No.  504-893-1257

               If to the Employee, to:

               Tom Yankoff
               31181 Casa Grande
               San Juan Capistrano, CA  92675
               Facsimile transmission No.  714-498-3613

               6.3  Entire  Agreement.   This  Agreement  constitutes   the
          entire  understanding  and  agreement  between the parties hereto
          with  respect  to  Employee's  employment  by   the  Company  and
          supersedes   all   prior   agreements,  whether  or  not  written
          including, without limitation, the PRL Employment Agreement.

               6.4  Governing  Law.  Except  as  provided  in  Section  5.4
          hereof,  this  Agreement  shall  be  construed  and  enforced  in
          accordance with and governed by the internal laws of the State of
          Louisiana.

               6.5  Withholding.   The Employee agrees that the Company has
          the right to withhold, from  the amounts payable pursuant to this
          Agreement, all amounts required  to  be withheld under applicable
          income  and/or employment tax laws, or  as  otherwise  stated  in
          documents granting rights that are affected by this Agreement.

               6.6  Severability.   If any term or provision of this Agree-
          ment or the application thereof  to  any  person or circumstance,
          shall  at  any  time  or  to  any extent be invalid,  illegal  or
          unenforceable in any respect as written, Employee and the Company
          intend for any court construing this Agreement to modify or limit
          such provision temporally, spatially or otherwise so as to render
          it valid and enforceable to the  fullest  extent  allowed by law.
          Any  such  provision that is not susceptible of such  reformation
          shall be ignored  so as to not affect any other term or provision
          hereof, and the remainder  of  this Agreement, or the application
          of such term or provision to persons  or circumstances other than
          those as to which it is held invalid, illegal  or  unenforceable,
          shall not be affected thereby and each term and provision of this
          Agreement  shall  be  valid  and  enforced to the fullest  extent
          permitted by law.

               6.7  Waiver of Breach.  The waiver  by  either  party  of  a
          breach of any provision of this Agreement shall not operate or be
          construed as a waiver of any subsequent breach thereof.

               6.8  Remedies  Not  Exclusive.   No  remedy specified herein
          shall  be  deemed  to  be  such  party's  exclusive  remedy,  and
          accordingly,  in  addition  to  all  of the rights  and  remedies
          provided for in this Agreement, the parties  shall have all other
          rights and remedies provided to them by applicable  law,  rule or
          regulation.

               6.9  Company's Reservation of Rights.  Employee acknowledges
          and  understands that the Employee serves at the pleasure of  the
          Board and that the Company has the right at any time to terminate
          Employee's  status as an employee of the Company, or to change or
          diminish his  status  during  the Employment Term, subject to the
          rights of the Employee to claim  the  benefits  conferred by this
          Agreement.

               6.10 Survival.   Following  the  Date  of Termination,  each
          party shall have the right to enforce all rights,  and  shall  be
          bound  by  all  obligations,  of  such  party that are continuing
          rights and obligations under this Agreement.

               6.11 Counterparts.  This Agreement may be executed in one or
          more  counterparts,  each  of  which shall be  deemed  to  be  an
          original but all of which together  shall  constitute one and the
          same instrument.

               6.12 Arbitration.  Any controversy arising under, out of, in
          connection  with,  or  relating  to,  this  Agreement,   and  any
          amendment  hereof,  or  the  breach  hereof  or thereof, shall be
          determined and settled by arbitration in San Clemente, California
          or  Chicago,  Illinois, by an arbitrator or arbitrators  mutually
          agreed upon by  the  Company  and the Employee or, if the Company
          and the Employee shall fail or  be  unable to so agree within ten
          business days after the written request  therefor  by the Company
          or  the Employee to the other, such arbitrator or arbitrators  as
          may be  selected  in  accordance  with  the rules of the American
          Arbitration  Association.   Any  award  rendered   therein  shall
          specify the findings of fact of the arbitrator or arbitrators and
          the  reasons  for  such award, with reference to and reliance  on
          relevant  law.   In  making   awards   under  this  Section,  the
          arbitrator shall have the authority, in  his  sole discretion, to
          cause the reasonable attorney's fees and costs of one party to be
          assessed against and paid by the other party.   Any  awards under
          this  Section shall be final and binding on each and all  of  the
          parties  thereto and their personal representatives, and judgment
          may be entered thereon in any court having jurisdiction thereof.

               IN WITNESS WHEREOF, the Company and the Employee have caused
          this Agreement to be executed as of the Agreement Date.

                                        AKORN MANUFACTURING, INC.

                                        By:  _________________________
                                             Eric M. Wingerter,
                                             Secretary and Treasurer

                                        AKORN, INC.

                                        By:   __________________________
                                              Barry D. LeBlanc, President

                                        EMPLOYEE:

                                               __________________________
                                                      Tom Yankoff

                        EMPLOYMENT AGREEMENT--DAVID GENCARELLA

               This  Employment  Agreement ("Agreement") by and between, on
          the one hand, Akorn, Inc., a Louisiana corporation ("Akorn"), and
          its  wholly  owned  subsidiary,  Akorn  Manufacturing,  Inc.,  an
          Illinois corporation  (the  "Company"),  and, on the other, David
          Gencarella  (the "Employee") is dated as of  May  31,  1996  (the
          "Agreement Date").

               WHEREAS,  Akorn, the Company and the Employee are parties to
          that certain Agreement  and  Plan  of  Merger  dated  May 7, 1996
          pursuant  to  which Pasadena Research Laboratories, Inc.  ("PRL")
          merged with and into the Company (the "Merger Agreement");

               WHEREAS,  Employee   was   a  shareholder  of  PRL  and,  in
          connection with such merger, received  consideration  for his PRL
          shares;

               WHEREAS,  the Employee was previously employed by PRL  under
          the terms of an employment agreement entered into between PRL and
          Employee (the "PRL Employment Agreement");

               WHEREAS, in  connection  with the Merger Agreement, Employee
          and the Company desire to supersede the PRL Employment Agreement,
          the Company desires to retain the  services  of Employee pursuant
          to the terms of this Agreement and Employee desires  to  continue
          in the service of the Company on such terms;

               NOW, THEREFORE, for and in consideration of the consummation
          of  the  transactions  contemplated by the Merger Agreement,  the
          cancellation  of  the  obligations   and  rights  under  the  PRL
          Employment Agreement, the continued employment of Employee by the
          Company and the payment of wages, salary  and  other compensation
          to Employee by the Company, the parties hereto agree as follows:

          Section 1.Employment Capacity and Term

               1.1  Capacity  and  Duties  of  Employee.  The  Employee  is
          employed  by  the Company to render services  on  behalf  of  the
          Company as Director  of  Business Development.  In such capacity,
          the Employee shall perform  such  duties  as  are assigned to the
          individual holding such title by the Company's  Bylaws  and  such
          other  duties as may be prescribed from time to time by the Board
          of Directors of the Company (the "Board").

               1.2  Employment  Term.   The  term  of  this  Agreement (the
          "Employment Term") shall commence on the Agreement Date and shall
          continue until and terminate upon the third anniversary  of  such
          date; provided, however, that Employee's status as an employee is
          subject  to  earlier  termination  to the extent provided in this
          Agreement; and provided, further, that the Employment Term may be
          extended by mutual written agreement of the parties.

               1.3  Devotion to Responsibilities.   During  the  Employment
          Term, the Employee shall devote all of his business time  to  the
          business  of  the  Company  and  its  subsidiaries and affiliated
          companies,  shall  use  his reasonable best  efforts  to  perform
          faithfully and efficiently  his  duties under this Agreement, and
          shall  not  engage  in  or be employed  by  any  other  business;
          provided, however, that nothing  contained  herein shall prohibit
          the  Employee  from  (a) serving  as  a member of  the  board  of
          directors, board of trustees or the like  of  any  for-profit  or
          non-profit  entity  that  does  not  compete with the Company, or
          performing  services  of  any  type for any  civic  or  community
          entity,  whether  or  not  the  Employee   receives  compensation
          therefor,  (b) investing  his assets in such form  or  manner  as
          shall require no more than  nominal  services  on the part of the
          Employee in the operation of the business of or property in which
          such  investment  is  made, or (c) serving in various  capacities
          with, and attending meetings  of,  industry  or  trade groups and
          associations,   as  long  as  the  Employee's  engaging  in   any
          activities permitted  by virtue of clauses (a), (b) and (c) above
          does not materially interfere with the ability of the Employee to
          perform the services and  discharge the responsibilities required
          of him under this Agreement.   Notwithstanding  clause (b) above,
          during  the Employment Term, the Employee shall not  perform  any
          services  for  and shall not beneficially own more than 2% of the
          equity interests  of  a  business organization that competes with
          the Company or its affiliates.   For  purposes of this paragraph,
          "beneficially own" shall have the meaning  given  to that term in
          Rule  13d-3  under  the  Securities  Exchange  Act  of 1934  (the
          "Exchange Act").

          Section 2.Compensation and Benefits

               During  the  Employment Term, the Company shall provide  the
          Employee with the compensation and benefits described below:

               2.1  Salary.    Employee   shall  receive  a  salary  ("Base
          Salary")  at  the rate of $110,000  per  year.   Employee's  Base
          Salary shall be  payable to the Employee at such intervals as the
          salaries of other  salaried  employees  of  the Company are paid.
          Any increase in Employee's Base Salary shall  take effect for the
          payroll period next following the date on which  the condition to
          such increase is met.

               2.2  Bonus.   (a)   Employee  will  receive bonuses  in  the
          following amounts:  (i) for the period beginning June 1, 1996 and
          ending June 30, 1997, 10% of the amount by  which  the  Company's
          pre-tax earnings during such fiscal year exceed $1,487,735;  (ii)
          for the fiscal year ending June 30, 1998, 7.5% of the increase in
          the  Company's  pre-tax earnings for such fiscal year compared to
          the pre-tax earnings  of the Company during the fiscal year ended
          June 30, 1997; and (iii)  if  the  Company's  sales  and  pre-tax
          earnings for the fiscal year ended June 30, 1999 are at least 75%
          and  90%  of  their  budgeted  amounts,  respectively,  1% of the
          Company's pre-tax earnings during such fiscal year.

                    (b)  Up  to  50% of any bonuses paid to Employee  under
          the terms of this Section  may  be  paid  in  options to purchase
          Akorn common stock, with such options being valued at twenty-five
          percent of the market price for such stock at time of issuance of
          the  option,  as determined under Akorn's Incentive  Compensation
          Plan.  The terms  of  options  issued  under this Section will be
          determined  by the Compensation Committee  of  Akorn's  Board  of
          Directors and  consistent  with  other  options contemporaneously
          granted to similarly situated employees of Akorn and the Company.

               2.3  Benefits.  The Employee will be eligible to participate
          in  the  receipt of options to purchase shares  of  Akorn  common
          stock under  Akorn's  Incentive  Compensation  Plan  in  a manner
          consistent  with  similarly  situated employees of Akorn and  the
          Company.   The  Company  shall  provide   the  Employee  and,  if
          applicable,  his family members all such (i)  incentive,  savings
          and retirement  plans,  practices,  policies  and  programs, (ii)
          welfare benefit plans, practices, policies and programs and (iii)
          paid  vacation  and  other  fringe  benefits,  plans,  practices,
          policies  and  programs  as  are  applicable  generally  to other
          employees  of  the  Company  and its affiliated companies as each
          such  plan or benefit listed in  (i),  (ii)  and  (iii)  of  this
          Section  2.3  is  described in the Company's employee manual.  To
          the extent not inconsistent  with such plans, practices, policies
          and programs, Employee will be  credited  with  time served as an
          employee of PRL.

               2.4  Severance  Benefits.   If  Employee's  status   as   an
          Employee  hereunder  is  terminated  by  Employee after the first
          anniversary of this Agreement and prior to  the third anniversary
          of  this  Agreement,  the  Company shall (i) pay  to  Employee  a
          severance benefit equal to 1.15  times  the amount of salary that
          Employee  would  have  earned under Section  2.1  had  Employee's
          status as an employee hereunder  continued  until  the earlier to
          occur  of  (A) one year from the Date of Termination or  (B)  the
          third anniversary of this Agreement and (ii) continue Employee as
          a participant  in  the  Company's  health,  life  and  disability
          insurance  programs  until  the earlier to occur of (A) one  year
          from the Date of Termination or (B) the third anniversary of this
          Agreement.

          Section 3.Termination of Employment

               3.1  Death.  The Employee's  status  as  an  employee  shall
          terminate immediately and automatically upon the Employee's death
          during the Employment Term.

               3.2  Disability.   The  Employee's status as an employee may
          be terminated for "Disability" as follows:

                    (a)  The  Employee's   status   as  an  employee  shall
          terminate if the Employee has a disability that would entitle him
          to  receive  benefits  under  the Company's long-term  disability
          insurance policy in effect at the  time of such disability either
          because  he is Totally Disabled or Partially  Disabled,  as  such
          terms are  defined  in  the  Company's policy in effect as of the
          Agreement Date or as similar terms  are  defined in any successor
          policy.  Any such termination shall become effective on the first
          day on which the Employee is eligible to receive  payments  under
          such policy (or on the first day that he would be so eligible, if
          he had applied timely for such payments).

                    (b)  In  the  event  that  the Company has no long-term
          disability  plan  in  effect,  if (i) the  Employee  is  rendered
          incapable because of physical or mental illness of satisfactorily
          discharging his duties and responsibilities  under this Agreement
          for  a  period of 90 consecutive days and (ii) a  duly  qualified
          physician  chosen  by  the  Company  so certifies in writing, the
          Board shall have the power to determine  that  the  Employee  has
          become  disabled.   If  the Board makes such a determination, the
          Company shall have the continuing  right  and  option, during the
          period that such disability continues, and by notice given in the
          manner  provided in this Agreement, to terminate  the  status  of
          Employee  as  an  employee.   Any  such  termination shall become
          effective  30  days  after such notice of termination  is  given,
          unless within such 30-day period, the Employee becomes capable of
          rendering services of  the  character  contemplated hereby (and a
          physician chosen by the Company so certifies  in writing) and the
          Employee in fact resumes such services.

                    (c)  The  "Disability Effective Date"  shall  mean  the
          date on which termination  of employment becomes effective due to
          Disability.

               3.3  Cause.  The Company may terminate the Employee's status
          as an employee for Cause.  As  used  herein,  termination  by the
          Company of the Employee's status as an employee for "Cause" shall
          mean termination as a result of (a) the Employee's breach of  any
          of  the provisions of this Agreement, or (b) the willful engaging
          by the Employee in misconduct injurious to the Company.

               3.4  Voluntary  Termination  by  the  Parties.   Either  the
          Company or the Employee may terminate the Employee's status as an
          employee during the Employment Term for reasons other than death,
          Disability  or  Cause,  subject to compliance by the Company with
          Section 4.2 and by the Employee with Section 4.3.

               3.5  Notice of Termination.   Any termination by the Company
          for  Disability  or  Cause  shall be communicated  by  notice  of
          termination to the other party  hereto  given  in accordance with
          Section 6.2 ("Notice of Termination").

               3.6  Date of Termination.  "Date of Termination"  means  (a)
          if  Employee's employment is terminated by reason of his death or
          Disability,  the  date  of  death  of  Employee or the Disability
          Effective Date, as the case may be, (b) if  Employee's employment
          is terminated by the Company for Cause the date  of  delivery  of
          the  Notice  of  Termination or any later date specified therein,
          (which date shall  not  be  more than 30 days after the giving of
          such notice) as the case may be, (c) if the Employee's employment
          is terminated by the Company  prior  to the end of the Employment
          Term for reasons other than death, Disability  or Cause, the date
          on  which  the Company notifies the Employee of such  termination
          and  (d) if  the  Employee's  employment  is  terminated  by  the
          Employee prior  to  the  end  of the Employment Term, the date on
          which the Employee notifies the  Company  of  such termination or
          any later date specified therein, (which date shall  not  be more
          than 30 days after the giving of such notice).

          Section 4.Obligations Upon Termination

               4.1  Death  or  Disability.   If  Employee's  status  as  an
          employee   is   terminated  by  reason  of  Employee's  death  or
          Disability,  this   Agreement  shall  terminate  without  further
          obligations on the part  of the Company to Employee and his legal
          representatives under this  Agreement,  other than the obligation
          to  make  any  payments  due pursuant to employee  benefit  plans
          maintained by the Company or its subsidiaries.

               4.2  Termination for  Cause  or  at  End of Employment Term.
          This Agreement shall terminate without further  obligation to the
          Employee  other  than obligations imposed by law and  obligations
          imposed pursuant to  any  employee benefit plan maintained by the
          Company or its subsidiaries  (a)  at  the  end  of the Employment
          Term; (b) if the Employee's status as an employee  is  terminated
          by  the  Company for Cause or (c) if the Employee terminates  his
          status as  an  employee;  provided, however, that nothing in this
          Section  4.2  shall  relieve  Employee   from   the  obligations,
          limitations and restrictions contained in Section 5 hereof.

               4.3  Termination  by Company for Reasons other  than  Death,
          Disability or Cause.  If  the  Company  terminates the Employee's
          status as an employee prior to the end of the Employment Term for
          reasons other than death, Disability or Cause, then:

                    (a)  within  30  days of the Date  of  Termination  the
          Company shall pay to the Employee  in  a lump sum an amount equal
          to the Employee's Base Salary through the  end  of the Employment
          Term had the Notice of Termination been given as  of  the Date of
          Termination; and

                    (b)  within  90 days of the end of the fiscal  year  in
          which the Date of Termination  occurs  and  within 90 days of the
          end  of each subsequent fiscal year, the Company  shall  pay  the
          Employee  any  bonus  to  which Employee would have been entitled
          under the provisions of Section  2.2 if his status as an Employee
          had not been terminated; and

                    (c)  the  Employee  shall   remain   subject   to   the
          obligations, limitations and restrictions contained in Section  5
          hereof.

               4.4  Accrued Obligations and Other Benefits.  Subject to the
          provisions  of Section 5.3 hereof, upon termination of employment
          for  any  reason  the  Employee  shall  be  entitled  to  receive
          promptly, and  in  addition  to  any  other benefits specifically
          provided,  (a) the Employee's Base Salary  through  the  Date  of
          Termination  to  the extent not theretofore paid, (b) any accrued
          vacation pay, to the  extent  not theretofore paid, (c) any other
          vested benefits the Employee is  entitled  to  receive  under any
          plan   or  agreement  of  the  Company  and  (d)  any  bonus  not
          theretofore  paid  which  is  attributable  to a full fiscal year
          during which Employee was employed by the Company, whether or not
          Employee  shall  be  employed  as  of the date of  the  scheduled
          payment of such bonus.

          Section 5.Confidentiality and Non-Competition Agreement.

               5.1  Non-disclosure of Confidential  Information.   Employee
          acknowledges  that  both  prior  to  and  during the term of this
          Agreement  he  may  develop,  acquire or be furnished  by  others
          confidential    proprietary   information,    ideas,    concepts,
          discoveries, marketing  information  or customer information (all
          such  information  referred  to  hereinafter   as   "Confidential
          Information") relating to the business interests of the  Company,
          Akorn,  their  predecessor companies, subsidiaries and affiliates
          (collectively referred  to  hereinafter as the "Akorn Entities").
          Employee  recognizes  that the  protection  of  the  Confidential
          Information  against  unauthorized   use  and  disclosure  is  of
          critical  importance  to the Akorn Entities  and,  therefore,  in
          addition to other duties  and  obligations that may be imposed by
          law, agrees:

                    (a)  During the term of  this  Agreement and thereafter
          Employee shall hold in a fiduciary capacity  for  the  benefit of
          the Akorn Entities all Confidential Information which shall  have
          been  obtained by Employee during Employee's employment and shall
          use such  Confidential Information solely within the scope of his
          employment  with  and  for  the  exclusive  benefit  of the Akorn
          Entities.

                    (b)  During  the  term of this Agreement and thereafter
          Employee shall not communicate,  divulge or make available to any
          person  or  entity  (other  than  the Akorn  Entities  and  their
          authorized  representatives) any such  Confidential  Information,
          except upon the prior written authorization of the Akorn Entities
          or as may be required by law or legal process, and

                    (c)  Upon termination of this Agreement, Employee shall
          deliver promptly  to  the Company any Confidential Information in
          his possession, including any duplicates thereof and any notes or
          other records Employee has prepared with respect thereto.  In the
          event that the provisions  of  any applicable law or the order of
          any court would require Employee  to  disclose  or otherwise make
          available any Confidential Information, Employee  shall  give the
          Akorn  Entities  prompt  prior  written  notice  of such required
          disclosure and an opportunity to contest the requirement  of such
          disclosure  or apply for a protective order with respect to  such
          Confidential Information by appropriate proceedings.

               5.2. Covenant  Not  to  Compete.  (a)  During the Employment
          Term and until termination of  Employee's  obligations under this
          Section 5.2 as provided in Section 5.5(b), Employee  agrees that,
          with  respect  to  each  State  of  the  United  States  or other
          jurisdiction,   or  specified  portions  thereof,  in  which  the
          Employee regularly  (a) makes contact with customers of the Akorn
          Entities (b) conducts  the  business of the Akorn Entities or (c)
          supervises  the  activities  of  other  employees  of  the  Akorn
          Entities, and in which any one  of  the Akorn Entities engages in
          business on the Date of Termination (collectively,  the  "Subject
          Areas"), Employee will not:

                              (i)  Directly  or indirectly, for himself  or
          others,  own,  manage,  operate,  control,   be  employed  in  an
          executive, managerial or supervisory capacity  by,  or  otherwise
          engage   or   participate  in  or  allow  his  skill,  knowledge,
          experience or reputation  to  be  used  in  connection  with, the
          ownership,  management,  operation or control of, any company  or
          other business enterprise which is competitive to the business of
          the Akorn Entities; provided,  however,  that  nothing  contained
          herein shall prohibit Employee from making passive investments as
          long  as  Employee does not beneficially own more than 2% of  the
          equity interests  of  a  business enterprise which is competitive
          with the Akorn Entities within  any  of  the  Subject Areas.  For
          purposes  of this paragraph, "beneficially own"  shall  have  the
          same meaning  given to that term in Rule 13d-3 under the Exchange
          Act.
                              (ii) Call  upon  any  customer  of  the Akorn
          Entities  for  the  purpose  of soliciting, diverting or enticing
          away  the  business  of  such  person  or  entity,  or  otherwise
          disrupting  any  previously  established   relationship  existing
          between such person or entity and the Akorn Entities;

                              (iii)Solicit, induce, influence or attempt to
          influence any supplier, lessor, licensor, potential  acquiree  or
          any  other  person who has a business relationship with the Akorn
          Entities, or  who on the day this Agreement terminates is engaged
          in  discussions   or   negotiations  to  enter  into  a  business
          relationship with the Akorn  Entities,  to  discontinue or reduce
          the extent of such relationship with the Akorn Entities;

                              (iv) Make contact with any  of  the employees
          of the Akorn Entities with whom he had contact during  the course
          of  his  employment  with  the Akorn Entities for the purpose  of
          soliciting such employee for  hire,  whether  as  an  employee or
          independent  contractor,  or otherwise disrupting such employee's
          relationship with the Akorn Entities; and

                              (v)  For  a period of one year from and after
          this Agreement terminates, hire,  on  behalf  of  himself  or any
          company which is competitive with the Akorn Entities any employee
          of  the  Akorn Entities as an employee or independent contractor,
          whether or not such engagement is solicited by Employee.

                         (b)  Employee  agrees  that  he  will from time to
          time upon the request of the Akorn Entities promptly  execute any
          supplement, amendment, restatement or other modification  of this
          Section 5 as may be necessary or appropriate to correctly reflect
          the jurisdictions which, at the time of such modification, should
          be covered by this Section 5.

               5.3. Injunctive Relief; Other Remedies.

               Employee  acknowledges  that  a  breach  by  Employee of any
          provision of this Section 5 would cause immediate and irreparable
          harm to the Akorn Entities for which an adequate monetary  remedy
          does  not  exist; hence, Employee agrees that, in the event of  a
          breach or threatened breach by Employee of the provisions of this
          Section 5 during  or  after the term of this Agreement, the Akorn
          Entities  shall  be entitled  to  injunctive  relief  restraining
          Employee from such  violation  without  the necessity of proof of
          actual damage or the posting of any bond,  except  as required by
          non-waivable, applicable law.  Nothing herein, however,  shall be
          construed  as  prohibiting  the Akorn Entities from pursuing  any
          other remedy at law or in equity  to which the Akorn Entities may
          be entitled under applicable law in  the  event  of  a  breach or
          threatened  breach  of  this  Agreement  by  Employee,  including
          without  limitation  the  recovery  of  damages  and/or costs and
          expenses,  such  as reasonable attorneys' fees, incurred  by  the
          Akorn Entities as  a  result  of any such breach.  In addition to
          the exercise of the foregoing remedies,  the Akorn Entities shall
          have the right upon the occurrence of any  such  breach to cancel
          any   unpaid  compensation  outstanding  at  the  time  of   such
          termination.   In  particular,  Employee  acknowledges  that  the
          payments  provided  under Section 2 are conditioned upon Employee
          fulfilling  any  noncompetition   and   nondisclosure  agreements
          contained in this Section 5.  In the event  Employee shall at any
          time  materially  breach  any  noncompetition  or   nondisclosure
          agreements  contained  in this Agreement, the Akorn Entities  may
          suspend or eliminate payments  under  Section 2 during the period
          of such breach.  Employee acknowledges  that  any such suspension
          or  elimination  of payments would be an exercise  of  the  Akorn
          Entities' right to suspend or terminate its performance hereunder
          upon Employee's breach  of  this  Agreement;  such  suspension or
          elimination of payments would not constitute, and should  not  be
          characterized as, the imposition of liquidated damages.

               5.4. Governing Law of this Section; Consent to Jurisdiction.

               Any  dispute  regarding  the reasonableness of the covenants
          and agreements set forth in this  Section  5,  or the territorial
          scope or duration thereof, or the remedies available to the Akorn
          Entities upon any breach of such covenants and agreements,  shall
          be governed by and interpreted in accordance with the laws of the
          State  of  the  United  States or other jurisdiction in which the
          alleged prohibited competing  activity or disclosure occurs, and,
          with  respect  to  each  such dispute,  the  Akorn  Entities  and
          Employee  each  hereby  irrevocably   consent  to  the  exclusive
          jurisdiction  of  the  state and federal courts  sitting  in  the
          relevant State for resolution  of  such  dispute, and agree to be
          irrevocably bound by any judgment rendered  thereby in connection
          with such dispute, and further agree that service  of process may
          be made upon him or it in any legal proceeding relating  to  this
          Section and/or Appendix A by any means allowed under the laws  of
          such  jurisdiction.   Each party irrevocably waives any objection
          he or it may have as to  the  venue  of  any such suit, action or
          proceeding brought in such a court or that  such  a  court  is an
          inconvenient forum.

               5.5. Term of Confidentiality and Non-Competition Agreements.

                         (a)  Confidentiality      Agreement.      Employee
          acknowledges that the provisions of Section  5.1  hereof shall be
          binding upon Employee subsequent to the termination  of the Akorn
          Entities'  obligations  under  this  Agreement  and  shall remain
          effective until such time as the Akorn Entities provide  Employee
          with written consent to the contrary.

                         (b)  Non-Competition      Agreement.      Employee
          acknowledges that his obligations under Section  5.2  hereof (the
          "Obligations") shall be binding upon Employee subsequent  to  the
          termination   of  the  Akorn  Entities'  obligations  under  this
          Agreement and shall terminate as follows:

                              (i)  If  Employee's  status as an employee of
          the  Company is terminated for Cause by the  Company  or  by  the
          Employee for reasons other than Disability, the Obligations shall
          terminate  on  the later to occur of (A) the first anniversary of
          the Date of Termination  or (B) the sooner to occur of the end of
          the Employment Term or the  second  anniversary  of  the  Date of
          Termination.

                              (ii) If  Employee's status as an employee  is
          terminated by the Company prior  to the third anniversary of this
          Agreement  for  reasons  other  than  by   reason  of  Employee's
          Disability or Cause, the Obligations shall terminate  on the Date
          of Termination.

                              (iii)If  Employee's status as an employee  of
          PRL is terminated on the third  anniversary of this Agreement and
          is not renewed, the Obligations of  Employee shall continue for a
          period of up to one year from the end  of  his Employment Term if
          the Company has within 15 days of the end of  the Employment Term
          paid to Employee in a lump sum an amount equal  to  the amount of
          salary  to which Employee would have been entitled under  Section
          2.1 if his  employment  hereunder had continued during the period
          that his Obligations are to continue.

          Section 6.Miscellaneous

               6.1  Binding Effect.

                    (a)  This Agreement  shall be binding upon and inure to
          the benefit of the Company and any of its successors or assigns.

                    (b)  This Agreement is  personal  to  the  Employee and
          shall  not  be assignable by the Employee without the consent  of
          the Company (there  being  no  obligation  to  give such consent)
          other than such rights or benefits as are transferred  by will or
          the laws of descent and distribution.

                    (c)  The  Company  shall  require  any successor to  or
          assignee  of  (whether  direct or indirect, by purchase,  merger,
          consolidation or otherwise)  all  or  substantially  all  of  the
          assets or businesses of the Company (i) to assume unconditionally
          and  expressly this Agreement and (ii) to agree to perform all of
          the obligations  under  this  Agreement in the same manner and to
          the same extent as would have been required of the Company had no
          assignment or succession occurred,  such  assumption  to  be  set
          forth  in  a writing reasonably satisfactory to the Employee.  In
          the  event  of  any  such  assignment  or  succession,  the  term
          "Company" as  used  in  this  Agreement  shall refer also to such
          successor or assign.

                    (d)  The  Company  shall  require  all   entities  that
          control,  or  that  after  any  change  of  control will control,
          directly or indirectly, any such successor or  assignee  to agree
          to  cause  to  be  performed  all  of  the obligations under this
          Agreement in the same manner and to the same extent as would have
          been  required  of  the Company had no assignment  or  succession
          occurred, such agreement  to  be  set forth in writing reasonably
          satisfactory to the Employee.

               6.2  Notices.  All notices hereunder  must be in writing and
          shall be deemed to have given upon receipt of  delivery  by:  (a)
          personal  delivery to the designated individual, (b) certified or
          registered mail, postage prepaid, return receipt requested, (c) a
          nationally recognized overnight courier service with confirmation
          of receipt  or  (d)  facsimile  transmission with confirmation of
          receipt.  All such notices must be  addressed  as follows or such
          other address as to which any party hereto may have  notified the
          other in writing:

               If to the Company or Akorn, to:

               100 Akorn Drive
               Abita Springs, Louisiana  70420
               Attention:  Barry D. LeBlanc, President
               Facsimile transmission No.  504-893-1257

               If to the Employee, to:

               David Gencarella
               P. O. Box 4308
               San Clemente, CA  92674
               Facsimile transmission No.  714-498-3613

               6.3  Entire  Agreement.   This  Agreement  constitutes   the
          entire  understanding  and  agreement  between the parties hereto
          with  respect  to  Employee's  employment  by   the  Company  and
          supersedes   all   prior   agreements,  whether  or  not  written
          including, without limitation, the PRL Employment Agreement.

               6.4  Governing  Law.  Except  as  provided  in  Section  5.4
          hereof,  this  Agreement  shall  be  construed  and  enforced  in
          accordance with and governed by the internal laws of the State of
          Louisiana.

               6.5  Withholding.   The Employee agrees that the Company has
          the right to withhold, from  the amounts payable pursuant to this
          Agreement, all amounts required  to  be withheld under applicable
          income  and/or employment tax laws, or  as  otherwise  stated  in
          documents granting rights that are affected by this Agreement.

               6.6  Severability.   If any term or provision of this Agree-
          ment or the application thereof  to  any  person or circumstance,
          shall  at  any  time  or  to  any extent be invalid,  illegal  or
          unenforceable in any respect as written, Employee and the Company
          intend for any court construing this Agreement to modify or limit
          such provision temporally, spatially or otherwise so as to render
          it valid and enforceable to the  fullest  extent  allowed by law.
          Any  such  provision that is not susceptible of such  reformation
          shall be ignored  so as to not affect any other term or provision
          hereof, and the remainder  of  this Agreement, or the application
          of such term or provision to persons  or circumstances other than
          those as to which it is held invalid, illegal  or  unenforceable,
          shall not be affected thereby and each term and provision of this
          Agreement  shall  be  valid  and  enforced to the fullest  extent
          permitted by law.

               6.7  Waiver of Breach.  The waiver  by  either  party  of  a
          breach of any provision of this Agreement shall not operate or be
          construed as a waiver of any subsequent breach thereof.
               6.8  Remedies  Not  Exclusive.   No  remedy specified herein
          shall  be  deemed  to  be  such  party's  exclusive  remedy,  and
          accordingly,  in  addition  to  all  of the rights  and  remedies
          provided for in this Agreement, the parties  shall have all other
          rights and remedies provided to them by applicable  law,  rule or
          regulation.

               6.9  Company's Reservation of Rights.  Employee acknowledges
          and  understands that the Employee serves at the pleasure of  the
          Board and that the Company has the right at any time to terminate
          Employee's  status as an employee of the Company, or to change or
          diminish his  status  during  the Employment Term, subject to the
          rights of the Employee to claim  the  benefits  conferred by this
          Agreement.

               6.10 Survival.   Following  the  Date  of Termination,  each
          party shall have the right to enforce all rights,  and  shall  be
          bound  by  all  obligations,  of  such  party that are continuing
          rights and obligations under this Agreement.

               6.11 Counterparts.  This Agreement may be executed in one or
          more  counterparts,  each  of  which shall be  deemed  to  be  an
          original but all of which together  shall  constitute one and the
          same instrument.

               6.12 Arbitration.  Any controversy arising under, out of, in
          connection  with,  or  relating  to,  this  Agreement,   and  any
          amendment  hereof,  or  the  breach  hereof  or thereof, shall be
          determined and settled by arbitration in San Clemente, California
          or  Chicago,  Illinois, by an arbitrator or arbitrators  mutually
          agreed upon by  the  Company  and the Employee or, if the Company
          and the Employee shall fail or  be  unable to so agree within ten
          business days after the written request  therefor  by the Company
          or  the Employee to the other, such arbitrator or arbitrators  as
          may be  selected  in  accordance  with  the rules of the American
          Arbitration  Association.   Any  award  rendered   therein  shall
          specify the findings of fact of the arbitrator or arbitrators and
          the  reasons  for  such award, with reference to and reliance  on
          relevant  law.   In  making   awards   under  this  Section,  the
          arbitrator shall have the authority, in  his  sole discretion, to
          cause the reasonable attorney's fees and costs of one party to be
          assessed against and paid by the other party.   Any  awards under
          this  Section shall be final and binding on each and all  of  the
          parties  thereto and their personal representatives, and judgment
          may be entered thereon in any court having jurisdiction thereof.

               6.13 Indemnification.   The  Corporation shall indemnify and
          hold Employee harmless against judgments, fines, damages, amounts
          paid  in  settlement  and  reasonable attorney's  fee  and  costs
          incurred by the Employee, in connection with the defense of or as
          a result of any action or proceeding  (or appeal of any action or
          proceeding or any investigation which might  result  in  any such
          action  or  proceeding)  in  which  the  Employee  is  made or is
          threatened  to  be  made party by reason of actions taken by  him
          after  the Effective Time  that  are  within  the  scope  of  his
          expressly authorized duties as a director, officer or employee of
          the Corporation  or  any  of its subsidiaries or affiliates.  The
          Corporation  will  pay  the  reasonable  costs  and  expenses  in
          defending  any  such  action  or proceeding  as  such  costs  and
          expenses  are  incurred.   No indemnification  shall  be  payable
          hereunder  with  respect  to  negligent  action  or  inaction  or
          intentional misdeeds of Employee and Employee shall reimburse the
          Corporation for any amounts paid hereunder as a result thereof.

               IN WITNESS WHEREOF, the Company and the Employee have caused
          this Agreement to be executed as of the Agreement Date.

                                        AKORN MANUFACTURING, INC.

                                        By:  _______________________
                                             Eric M. Wingerter,
                                             Secretary and Treasurer

                                        AKORN, INC.

                                        By:   ___________________________
                                              Barry D. LeBlanc, President

                                        EMPLOYEE:

                                               __________________________
                                                    David Gencarella 

Basic Info X:

Name: EMPLOYMENT AGREEMENT
Type: Employment Agreement
Date: June 13, 1996
Company: AKORN INC
State: Louisiana

Other info:

Date:

  • the fiscal year ending June 30 , 1997
  • May 31 , 1996
  • May 7 , 1996
  • June 1 , 1996
  • June 30 , 1998
  • the fiscal year ended June 30 , 1999
  • within 90 days of the end of the fiscal year

Organization:

  • Greystone Way Laguna Miguel
  • Akorn , Inc.
  • Akorn Manufacturing , Inc.
  • Pasadena Research Laboratories , Inc.
  • PRL Employment Agreement
  • Duties of Employee
  • Company as Director of Business Development
  • Compensation Committee of Akorn 's Board of Directors
  • Disability Effective Date
  • End of Employment Term
  • Date of Termination the Company
  • Notice of Termination
  • Employee 's Base Salary
  • Akorn Entities all Confidential Information
  • Obligations of Employee
  • American Arbitration Association

Location:

  • United States
  • Abita Springs
  • Louisiana
  • San Clemente
  • California
  • Chicago
  • Illinois

Money:

  • $ 200,000
  • $ 130,000
  • $ 110,000
  • $ 1,487,735

Person:

  • Floyd Benjamin
  • Tom Yankoff 31181 Casa Grande San Juan Capistrano
  • David Gencarella P. O
  • Eric M. Wingerter
  • Barry D. LeBlanc

Percent:

  • 0.5 %
  • 10 %
  • 7.5 %
  • 75 %
  • 90 %
  • 1 %
  • 50 %
  • twenty-five percent
  • 2 %