EMPLOYMENT AGREEMENT

 EMPLOYMENT AGREEMENT--TIM J. TONEY

     This   Employment   Agreement  ("Agreement")  between  Akorn
Manufacturing, Inc., an Illinois corporation (the "Company"), and
Tim J. Toney (the "Employee") is dated as of January 1, 1996 (the
"Agreement Date").

     WHEREAS, Employee currently is employed by the Company;

     WHEREAS, 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 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 Manufacturing  Operations.   In  that
capacity the Employee  shall  perform such duties as are assigned
to the individual holding any such  title by the Company's Bylaws
and such other duties, consistent with  the Employee's job title,
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 one year after either the Company or
the Employee has  notified  the  other of such termination of the
Employment Term; and provided, further,  that the Employment Term
is subject to extension as provided in Section 5.2 and Employee's
status as an employee is subject to earlier  termination  to  the
extent provided in this Agreement.

     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.  A salary ("Base Salary")  at  the  rate  of
$120,000 per year; provided, however, that Employee's Base Salary
shall  increase as of each anniversary of the Agreement Date by a
factor  equal  to  the  increase  in  the  Consumer  Price  Index
maintained  by the United States Department of Labor.  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.  Employee  shall  be eligible to receive such
bonuses  and  supplementary  compensation   as   the   Board  may
determine.

     2.3  Benefits.   The  Company shall provide the Employee
and,  if  applicable,  his  family members,  with  all  such  (i)
incentive, savings and retirement  plans, practices, policies and
programs,  (ii) welfare benefit plans,  practices,  policies  and
programs (including,  without  limitation, medical, prescription,
dental, disability, employee life,  group  life,  accident health
and travel accident insurance plans and programs) and  (iii) paid
vacation  and  other  fringe benefits, plans, practices, policies
and programs as are applicable  generally to other peer employees
of the Company.

     2.4  Office  and  Support  Staff.    Employee  shall  be
entitled to an office or offices of the size and with furnishings
and  other  appointments, and to personal secretarial  and  other
assistance, at  least  equal  to the those provided to him on the
Agreement Date.

     2.5  Expenses.  The Employee  shall  be  reimbursed  for
reasonable out-of-pocket  expenses  incurred from time to time on
behalf of the Company or any affiliate  in the performance of his
duties  under  this  Agreement,  upon  the presentation  of  such
supporting  invoices,  documents  and  forms   as   the   Company
reasonably requests.

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 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)  If the Company has no long-term disability plan in
effect, the Employee's status as an employee shall  terminate  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  and  acceptable  to  the  Employee  or  his   legal
representative 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   and   acceptable   to   the   Employee   or  his  legal
representative 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 this Agreement, or (b) the willful engaging by the Employee in
gross misconduct  injurious  to the Company, which in either case
is not remedied within 10 days after the Company provides written
notice to the Employee of such breach or willful misconduct.

     3.4 Good Reason.  The  Employee may terminate his status
as an employee for Good Reason. As  used  herein,  the term "Good
Reason" shall mean:

          (a)  The occurrence of any of the following  during the
Employment Term:

               (i)  the   assignment  by  the  Board  or  by  any
authorized   person   to   the  Employee   of   any   duties   or
responsibilities  that  are  inconsistent   with  the  Employee's
status,  title  and  position  as  Vice  President  Manufacturing
Operations;

               (ii) any  removal  of the Employee  from,  or  any
failure to reappoint or reelect the  Employee to, the position of
Vice President Manufacturing Operations of the Company, except in
connection with a termination of Employee's status as an employee
as permitted by this Agreement;

               (iii)  the Company's requiring  the Employee to be
based anywhere other than at or within 50 miles  of the Company's
principal offices in Decatur, Illinois except for required travel
in the ordinary course of the Company's business;

          (b)  any breach of this Agreement by the  Company  that
continues for a period of 10 days after written notice thereof is
given by the Employee to the Company;

          (c)  the   failure   by   the  Company  to  obtain  the
assumption  of  its  obligations  under  this  Agreement  by  any
successor or assignee as contemplated by Section 6.1(c); or

          (d)  any purported termination by  the  Company  of the
Employee's  status  as an employee for Cause that is not effected
pursuant to a Notice  of  Termination satisfying the requirements
of this Agreement.

     3.5 Voluntary Termination  by  the  Company.  Subject to
the  terms  and  conditions  provided  herein,  the  Company  may
terminate  the  Employee's  status  as  an  employee  during  the
Employment  Term  for  reasons  other  than death, Disability  or
Cause.

     3.6 Voluntary Termination by the  Employee.   Subject to
the  terms  and  conditions  provided  herein,  the  Employee may
terminate  the  Employee's  status  as  an  employee  during  the
Employment Term for reasons other than Good Reason.

     3.7  Notice  of  Termination.   Any  termination by  the
Company  for  Disability  or Cause, or by the Employee  for  Good
Reason, shall be communicated  by  Notice  of  Termination to the
other  party  hereto given in accordance with Section  6.2.   For
purposes of this  Agreement,  a  "Notice  of Termination" means a
written  notice  that  (a)  indicates  the  specific  termination
provision  in  this  Agreement  relied upon, (b)  to  the  extent
applicable,  sets  forth  in  reasonable  detail  the  facts  and
circumstances claimed to provide  a  basis for termination of the
Employee's employment under the provisions  so  indicated and (c)
if the Date of Termination (as defined below) is  other  than the
date  of  receipt of such notice, specifies the termination  date
(which date  shall  be  not more than 30 days after the giving of
such notice).  The failure  by the Employee or the Company to set
forth in the Notice of Termination  any fact or circumstance that
contributes  to  a showing of Good Reason,  Disability  or  Cause
shall not negate the  effect of the notice nor waive any right of
the Employee or the Company,  respectively, hereunder or preclude
the Employee or the Company, respectively,  from  asserting  such
fact or circumstance in enforcing the Employee's or the Company's
rights hereunder.

     3.8 Date  of  Termination.  "Date of Termination" means
(a) if Employee's employment is terminated by reason of his death
or Disability, the Date of Termination shall be 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,  or by Employee for Good Reason, 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
of  Termination  shall be the date on which the Company  notifies
the  Employee  of  such   termination,   (d) if   the  Employee's
employment is terminated by the Employee prior to the  end of the
Employment Term for reasons other than Good Reason, the  Date  of
Termination  shall be the date on which the Employee notifies the
Company of such  termination,  and  (e)  if  the  Employment Term
terminates upon notice by the Company or the Employee as provided
for in Section 1.2 or Section 5.2, the Date of Termination  shall
be the date on which the Employment Term ends.

Section 4. Obligations Upon Termination

     4.1  Death.   If  Employee's  status  as  an employee is
terminated  by  reason of Employee's death, this Agreement  shall
terminate  without   further   obligations  to  Employee's  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 affiliates.

     4.2 Disability.  If Employee's  status as an employee is
terminated  by  reason of Employee's Disability,  this  Agreement
shall terminate without  further  obligation  to  Employee, other
than the obligation to make any payments due pursuant to employee
benefit plans maintained by the Company or its affiliates.

     4.3 Termination by Company for Reasons other than Death,
Disability or Cause; Termination by Employee for Good Reason.  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,  or the Employee terminates his employment
prior to the end of the Employment Term for Good Reason, 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 contemplated by Section 1.2 been given as of
the Date of Termination; and

          (b)  the  amount  of  any  performance-based  bonus  or
options  granted to the Employee shall be deemed to be the amount
to which the  Employee  would  have been entitled if the budgeted
goals or other performance goals  applicable thereto had been met
but not exceeded and, whether or not  the  performance goals have
been  met  as  of the Date of Termination, such  bonus  shall  be
payable within 30  days  of  the  Date  of  Termination  and such
options (if not already exercisable) shall become exercisable  as
of  the  Date  of  Termination  and  shall  expire on the date of
expiration  of the options as provided in the  applicable  option
agreement.

     4.4 Termination for Cause, Without Good Reason 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  affiliates (a) if the
Employee's status as an Employee is terminated by the Company for
Cause or by the Employee for reasons other than  Good  Reason  or
(b),  except  as otherwise provided in Section 5.2, at the end of
the Employment Term.  If the Company or the Employee gives notice
of termination  of the Employment Term as provided for in Section
1.2, the Company  may, at its option, terminate Employee's status
as an employee, in  which case such termination shall be deemed a
termination by the Company  without  Cause  for  purposes  of all
provisions of this Agreement.

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

     4.6 Accrued  Obligations  and  Other  Benefits.   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, and (c) any other amounts  or  benefits required to be paid
or provided or which the Employee is entitled  to  receive  under
any plan, program, policy practice or agreement of the Company.

     4.7 Stock Options.  The foregoing benefits are intended
to be in addition  to  the value of any options to acquire common
stock of Akorn the exercisability  of  which  may  be accelerated
pursuant  to  the terms of any stock option, incentive  or  other
similar plan heretofore or hereafter adopted by Akorn.

Section 5. Change of Control

     5.1 Definitions.   For  purposes  of this Section 5, the
following terms shall have the meanings indicated below.

          (a)  Company.   In  the  event  of  any  assignment  or
succession as described in Section 6.1(c), the  term "Company" as
used  in  this  Agreement  shall refer also to such successor  or
assignee.  As used in Section  5.1(b)  the  term  "Company" shall
refer to Akorn and shall not refer to Akorn Manufacturing,  Inc.,
except as otherwise indicated.

          (b)  Change  of  Control.   A "Change of Control" shall
mean the occurrence of any of the following events:

               (i)  the acquisition by  any individual, entity or
"person" (within the meaning of Section 13(d)(3)  or  14(d)(2) of
the Exchange Act) of beneficial ownership of more than 30% of the
outstanding  shares  of the Company's common stock, no par  value
per  share (the "Common  Stock");  provided,  however,  that  for
purposes of this subsection (i), the following acquisitions shall
not constitute a Change of Control:

                    (A)  any acquisition of Common Stock directly
from the Company,

                    (B)  any  acquisition  of Common Stock by the
Company,

                    (C)  any acquisition of  Common  Stock by any
employee benefit plan (or related trust) sponsored or  maintained
by the Company or any corporation controlled by the Company, or

                    (D)  any acquisition of Common Stock  by  any
corporation  pursuant to a transaction that complies with clauses
(A), (B) and (C) of subsection (b)(iii) of this Section 5.1; or

               (ii) individuals  who,  as  of the Agreement Date,
constitute the Board (the "Incumbent Board") cease for any reason
to  constitute  at  least  a  majority  of  the Board;  provided,
however,  that any individual becoming a director  subsequent  to
the Agreement  Date whose election, or nomination for election by
the Company's shareholders,  was approved by a vote of at least a
majority of the directors then  comprising  the  Incumbent  Board
shall  be considered a member of the Incumbent Board, unless such
individual's  initial  assumption of office occurs as a result of
an actual or threatened  election  contest  with  respect  to the
election  or  removal  of directors or other actual or threatened
solicitation of proxies  or  consents by or on behalf of a person
other than the Incumbent Board; or

               (iii)    the  consummation  of  a  reorganization,
merger or consolidation, or sale  or  other disposition of all or
substantially  all  of  the assets of the  Company  (a  "Business
Combination"), in any such  case, unless, following such Business
Combination,

                    (A)  all   or   substantially   all   of  the
individuals   and  entities  who  were  the  direct  or  indirect
beneficial owners  of  the Company's outstanding common stock and
voting securities entitled  to  vote generally in the election of
directors  immediately prior to such  Business  Combination  have
direct or indirect  beneficial  ownership,  respectively, of more
than 50% of the then outstanding shares of common stock, and more
than  50%  of the combined voting power of the  then  outstanding
voting securities  entitled  to vote generally in the election of
directors,  of  the  corporation  resulting  from  such  Business
Combination  (which, for  purposes  of  this  paragraph  (A)  and
paragraphs (B)  and  (C),  shall include a corporation which as a
result  of  such  transaction controls  the  Company  or  all  or
substantially all of  the  Company's  assets  either  directly or
through one or more subsidiaries), and

                    (B)  except to the extent that such ownership
existed  prior  to the Business Combination, no person (excluding
any corporation resulting  from  such Business Combination or any
employee benefit plan or related trust  of  the  Company  or such
corporation    resulting    from   such   Business   Combination)
beneficially owns, directly or  indirectly,  20%  or  more of the
then  outstanding  shares  of  common  stock  of  the corporation
resulting from such Business Combination or 20% or  more  of  the
combined  voting  power of the then outstanding voting securities
of such corporation, and

                    (C)  at  least  a  majority of the members of
the  board of directors of the corporation  resulting  from  such
Business  Combination  were  members of the board of directors of
the  Company  at the time of the  initial  action  of  the  Board
providing for such Business Combination;

               (iv)   approval by the shareholders of the Company
of a complete liquidation or dissolution of the Company or;

               (v)  the  consummation of a reorganization, merger
or  consolidation,  sale  or   other   disposition   of   all  or
substantially  all  of  the  assets,  or  sale, transfer or other
distribution of more than 50% of the shares  of  common  stock of
Akorn Manufacturing, Inc. or of the voting securities entitled to
vote  in  the  election  of  directors thereof, in any such case,
unless, following such transaction,  at  least  a majority of the
members of the Board of Directors of Akorn Manufacturing, Inc. or
other corporation resulting from such transaction were members of
the  Board of Directors of Akorn Manufacturing, Inc.  or  of  the
Company  at  the  time  of  the  initial  action  of the Board of
Directors   of  Akorn  Manufacturing,  Inc.  or  of  the  Company
providing for such transaction.

          (c)  Affiliate.   The  term  "affiliate" or "affiliated
companies" shall mean any company or other  entity controlled by,
controlling, or under common control with, the Company.

          (d)  Cause.   After  a Change of Control,  "Cause,"  as
used in this Agreement, shall have  the following meaning and not
the meaning given in Section 3.3:

               (i)  the  willful  and continued  failure  of  the
Employee to perform substantially the Employee's duties hereunder
(other than any such failure resulting  from  incapacity  due  to
physical   or   mental  illness),  after  a  written  demand  for
substantial performance is delivered to the Employee by the Board
of the Company which  specifically identifies the manner in which
the  Board  believes that  the  Employee  has  not  substantially
performed the Employee's duties, or

               (ii) the  willful  engaging  by  the  Employee  in
illegal  conduct  or  gross  misconduct  which  is materially and
demonstrably injurious to the Company or its affiliates.

For purposes of this provision, no act or failure  to act, on the
part of the Employee, shall be considered "willful"  unless it is
done,  or  omitted  to  be done, by the Employee in bad faith  or
without reasonable belief  that the Employee's action or omission
was in the best interests of  the Company or its affiliates.  Any
act, or failure to act, based upon  authority given pursuant to a
resolution duly adopted by the Board  or upon the instructions of
a  senior  officer of the Company or based  upon  the  advice  of
counsel for  the  Company or its affiliates shall be conclusively
presumed to be done,  or  omitted  to be done, by the Employee in
good  faith  and in the best interests  of  the  Company  or  its
affiliates.  The  cessation  of  employment of the Employee shall
not be deemed to be for Cause unless  and  until there shall have
been  delivered  to  the  Employee  a  copy of a resolution  duly
adopted by the affirmative vote of not less  than  three-quarters
of the entire membership of the Board at a meeting of  the  Board
called  and  held  for  such  purpose (after reasonable notice is
provided  to  the  Employee  and  the   Employee   is   given  an
opportunity,  together  with  counsel,  to  be  heard  before the
Board), finding that, in the good faith opinion of the Board, the
Employee has engaged in the conduct described in subparagraph (i)
or (ii) above, and specifying the particulars thereof in detail.

          (e)  Good  Reason.   After  a Change of Control,  "Good
Reason,"  as  used in this Agreement, shall  have  the  following
meaning and not the meaning given in Section 3.4:

               (i)  Any  failure of the Company or its affiliates
to provide the Employee with  the position, authority, duties and
responsibilities at least equivalent  in  all  material  respects
with  the  most significant of those held, exercised and assigned
at any time  during  the 120-day period immediately preceding the
Change of Control;

               (ii) The  assignment to the Employee of any duties
inconsistent in any respect  with  Employee's position (including
status, offices, titles and reporting  requirements),  authority,
duties or responsibilities as contemplated by Section 1.1, or any
other  action  that  results  in  a  diminution in such position,
authority, duties or responsibilities, excluding for this purpose
an isolated, insubstantial and inadvertent  action  not  taken in
bad  faith  that  is  remedied  within  10  days after receipt of
written notice thereof from the Employee to the Company;

               (iii)    Any  failure  by  the  Company   or   its
affiliates  to  comply  with   any  of  the  provisions  of  this
Agreement, other than an isolated,  insubstantial and inadvertent
failure not occurring in bad faith that  is  remedied  within  10
days after receipt of written notice thereof from the Employee to
the Company;

               (iv)   The Company or its affiliates requiring the
Employee to be based at  any  office  or  location  other than as
provided in Section 3.4(a)(iii) hereof or requiring the  Employee
to  travel  on  business  to  a substantially greater extent than
required immediately prior to the Change of Control;

               (v)   Any purported  termination of the Employee's
employment  otherwise  than  as  expressly   permitted   by  this
Agreement; or

               (vi) Any failure by the Company to comply with and
satisfy Sections 6.1(c) and (d) of this Agreement.

For  purposes of this Section 5, any good faith determination  of
"Good Reason" made by the Employee shall be conclusive.  Anything
in this  Agreement to the contrary notwithstanding, a termination
by  the  Employee   for  any  reason  during  the  30-day  period
immediately following  the  first  anniversary  of  the Change of
Control shall be deemed to be a termination for Good Reason.

          (f)    Beneficial  Ownership.   The  terms  "beneficial
ownership," "beneficial  owner," "beneficially owns," and similar
terms shall have the meanings  set  forth in Rule 13d-3 under the
Exchange Act.

     5.2 Employment  Capacity  and  Term  after  Change  of
Control.  (a) If a Change of Control occurs during the Employment
Term,  the Employee's Employment Term (the  "Modified  Employment
Term") shall  be  extended  until  and  terminate at the close of
business on the later to occur of the second  anniversary  of the
Change  of  Control  or the date one year after the date on which
either the Company or the Employee has notified the other of such
termination; and provided,  further, that Employee's status as an
employee is subject to earlier termination to the extent provided
in this Agreement.

          (b)  After a Change  of Control and during the Modified
Employment Term, (i) the Employee's  position  (including status,
offices,  titles  and reporting requirements), authority,  duties
and responsibilities  in and with respect to the Company shall be
at  least  equivalent  in  all  material  respects  to  the  most
significant of those held,  exercised  and  assigned  at any time
during  the  120-day  period immediately preceding the Change  of
Control and (ii) the Employee's service shall be performed at the
location where the Employee  was  employed  immediately preceding
the  Change  of Control or any office or location  less  than  50
miles from such location.

     5.3 Compensation  and  Benefits.   During  the  Modified
Employment  Term,  in  addition  to the compensation and benefits
described in Section 2, the Employee  shall  be  entitled  to the
following compensation and benefits:

          (a)  Salary.   During  the  Modified  Employment  Term,
Employee's Base Salary shall be as provided for in Section 2.1.

          (b)  Benefit  Plans.   During  the  Modified Employment
Term, the Employee and his family, if any, shall  be  entitled to
participate in and receive applicable benefits under all such (i)
incentive, savings and retirement plans, practices, policies  and
programs,  (ii)  welfare  benefit  plans, practices, policies and
programs (including, without limitation,  medical,  prescription,
dental, disability, employee life, group life, accidental  health
and travel accident insurance plans and programs) and (iii)  paid
vacation  and  other  fringe benefits, plans, practices, policies
and programs as are applicable  generally to other peer employees
of the Company and its affiliated  companies  in effect generally
after  the  Change  of  Control  or,  if  more favorable  to  the
Employee, as in effect for the Employee at  any  time  during the
120-day period immediately preceding the Change of Control.

          (c)  Expenses.   During  the Modified Employment  Term,
the  Employee shall be entitled to receive  prompt  reimbursement
for  all   reasonable   expenses  incurred  by  the  Employee  in
accordance  with  the  most  favorable  policies,  practices  and
procedures of the Company  and its affiliated companies in effect
generally after the Change of  Control with respect to other peer
employees of the Company and its affiliated companies or, if more
favorable to the Employee, as in  effect  for the Employee at any
time during the 120-day period immediately  preceding  the Change
of Control.

          (d)  Office  and  Support  Staff.   During the Modified
Employment Term, the Employee shall be entitled  to  an office or
offices  of  a  size and with furnishings and other appointments,
and to personal secretarial  and other assistance, at least equal
to the most favorable of the foregoing  provided  generally after
the Change of Control with respect to other peer employees of the
Company and its affiliated companies or, if more favorable to the
Employee,  as in effect for the Employee at any time  during  the
120-day period immediately preceding the Change of Control.

     5.4 Termination of Employment after a Change of Control.
After a Change  of  Control  and  during  the Modified Employment
Term, the Employee's status as an employee shall terminate or may
be  terminated  as  provided  in  Section  3  of this  Agreement;
provided, however, that after a Change of Control  and during the
Modified Employment Term the terms "Cause" and "Good  Reason," as
used in Section 3 and elsewhere in this Agreement, shall have the
meanings  given  to  them  in this Section 5 and not the meanings
given to them in Section 3.

     5.5 Obligations of  the Company upon Termination after a
Change of Control.  (a) If, after  a  Change of Control and prior
to  the  end  of   the  Modified  Employment  Term,  the  Company
terminates the Employee's employment  other than for Cause, death
or  Disability, or the Employee terminates  employment  for  Good
Reason, then

                (i) 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 Modified
Employment Term had such termination not occurred; and

               (ii) Employee shall be entitled  to  the  benefits
provided  in Section 4.3(b) and the amounts, if any, contemplated
by Sections 4.6 and 4.7.

          (b)  If, after a Change of Control and prior to the end
of the Modified  Employment  Term,  the  Employee's employment is
terminated (i) for death, (ii) for Disability  or (iii) for Cause
(as defined in this Section 5), by the Employee for reasons other
than Good Reason (as defined in this Section 5)  or at the end of
the Modified Employment Term, then the Employee shall be entitled
to the benefits described in Section 4.1, Section  4.2 or Section
4.4,  as  the case may be, and shall be entitled to the  benefits
described in  Sections  4.6  and  4.7.   If  the  Company  or the
Employee  gives  notice of termination of the Modified Employment
Term as provided for  in  Section  5.2,  the  Company may, at its
option, terminate Employee's status as an Employee, in which case
such termination shall be deemed a termination  without Cause for
purposes of all provisions of this Agreement.

          (c)  The  rights  and  obligations of the  Company  and
Employee  contained in Section 4.5  ("Resignation  as  Director")
shall continue to apply after a Change of Control.

     5.6  Certain  Additional Payments.  If after a Change of
Control Employee is subjected to an excise tax as a result of the
"excess parachute payment"  provisions  of  section  4999  of the
Internal  Revenue Code of 1986, as amended, whether by virtue  of
the benefits of this Agreement or by virtue of any other benefits
provided to  Employee  in  connection  with  a  Change of Control
pursuant to Company plans, policies or agreements  (including the
value of any options to acquire Common Stock of the  Company  the
exercisability  of  which is accelerated pursuant to the terms of
any  stock  option,  incentive  or  similar  plan  heretofore  or
hereafter adopted by the  Company),  the  Company  shall  pay  to
Employee  (whether  or  not  his  employment has terminated) such
amounts as are necessary to place Employee  in  the same position
after payment of federal income and excise taxes  and  state  and
local  income  taxes as he would have been if such provisions had
not been applicable to him.

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  the  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 (against a
receipt therefor) 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, to:

     Akorn Manufacturing, Inc.
     100 Akorn Drive
     Abita Springs, Louisiana  70420
     Attn:  President
     Facsimile transmission No. (504) 893-1257

     If to the Employee, to:
     Tim J. Toney
     2850 Virt Road
     Decatur, Illinois  62521
     Facsimile transmission No. __________

     6.3 Governing  Law.   This Agreement shall be construed
and enforced in accordance with and governed by the internal laws
of the State of Louisiana.

     6.4 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.

     6.5 Severability.   If  any  term  or provision of this
Agreement   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.

     6.6  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.

     6.7 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.

     6.8 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.

     6.9 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.

     6.10 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.

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

                              AKORN MANUFACTURING, INC.

                              By:   /s/ Eric M. Wingerter
                                         Eric M. Wingerter
                                             Secretary

                              EMPLOYEE: /s/ Tim J. Toney
                                           Tim J. Toney 

Basic Info X:

Name: EMPLOYMENT AGREEMENT
Type: Employment Agreement
Date: Sept. 30, 1996
Company: AKORN INC
State: Louisiana

Other info:

Date:

  • January 1 , 1996

Organization:

  • Duties of Employee
  • United States Department of Labor
  • Employment 3.1 Death
  • Notice of Termination
  • Disability Effective Date
  • Employee 's Disability
  • Employment Term for Good Reason
  • Date of Termination the Company
  • End of Employment Term
  • Company for Cause
  • Control 5.1 Definitions
  • b Change of Control
  • Board of Directors of Akorn Manufacturing , Inc.
  • Board of the Company
  • Modified Employment Term
  • Termination of Employment
  • Employee 's Base Salary
  • Change of Control Employee
  • Akorn Drive Abita Springs

Location:

  • Road Decatur
  • Illinois
  • Louisiana

Money:

  • $ 120,000

Person:

  • Eric M. Wingerter Eric M. Wingerter
  • Tim J. Toney Tim J. Toney

Percent:

  • 2 %
  • 30 %
  • 20 %
  • 50 %