CIO Employment Agreement - Richard J. Cella

August 29, 2000

Mr. Richard J. Cella
2 Abedim Way
Califon, NJ 07830


Dear Richard:

I am pleased to offer you the position of Chief Information Officer for Alpharma Inc. In this capacity you will be reporting directly to me, be a member of Alpharma's Operating Committee and elected an officer of the company. I look forward to having you on our team.

I would like to confirm the following compensation with the related fringe benefits as a beginning of what I am confident will be a fruitful relationship. As an employee of Alpharma you will:

*Receive an initial annual salary of $250,000. In accordance with our current practice, your base salary will be reviewed for possible adjustment at the end of each calendar year. Your first performance review for possible salary adjustment will be in December 2000 with any adjustment effective January l, 2001.

*Receive a taxable auto allowance of $15,000/year and be reimbursed for auto maintenance expenses of up to $2,000/year for vehicles up to five years old and up to $1,000/year for vehicles more than five years old. You will also be reimbursed for auto insurance (grossed-up), including a million-dollar umbrella policy.

*Be eligible to participate in the Company's Performance Incentive Plan beginning for the year 2000 on a pro rata basis. Under the current plan, at the Chief Information Officer and Operating Committee level, your incentive target is 50% of your annual base earnings. Any actual incentive payment is contingent upon both Company and your individual performance.

*Be granted 20,000 options to purchase shares of Alpharma, Inc. Class "A" stock effective on your first day of employment with Alpharma. In addition, you will be eligible to receive stock options under the normal terms of the Company's Stock Option Plan. (Currently options granted become exercisable at 25% of ...