FIRST AMENDMENT TO THE EMPLOYMENT AGREEMENT

         This Amendment dated as of June 9, 1999 by and between Bio-Technology
General Corp., a Delaware corporation (the "Company"), and Virgil Thompson (the
"Executive") to the Employment Agreement (the "Employment Agreement") dated as
of April 27, 1999 by and between the Company and the Executive.

                                   WITNESSETH

         WHEREAS, the Company and the Executive are parties to the Employment
Agreement; and

         WHEREAS, the parties desire to amend the Employment Agreement as more
fully described below.

         NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereby agree as
follows:

         1. AMENDMENT TO SECTION 3 OF THE EMPLOYMENT AGREEMENT. The second
sentence of Section 3 of the Employment Agreement is hereby amended so as to add
a "." after the word "discretion" and to delete the remainder of the sentence.

         2. SURVIVAL. Except for the amendment expressly set forth herein, the
Employment Agreement shall remain in full force and effect.

         3. COUNTERPARTS. This Amendment may be signed in any number of
counterparts with the same effect as if the signatures to each counterpart were
upon a single instrument, and all such counterparts together shall be deemed an
original of this Amendment.

         IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the date first set forth above.

                                     BIO-TECHNOLOGY GENERAL CORP.

                                     By:/s/ Sim Fass
                                     Name:
                                     Title:

                                     /s/ Virgil Thompson
                                     Virgil Thompson