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                                                                    EXHIBIT 10.2

                                  April 2, 1999

    Mr. Charles R. Drummond
    Chairman and CEO
    Quality Care Pharmaceuticals, Inc.
    3000 Warner Ave.
    Santa Ana, CA 92704

    Re:  Sect. 6.13.2 - Payment of Dividends
         Sect. 6.13.3 - Payment of Principal or Interest

    Dear Mr. Drummond:

    In reference to Section 6.13.2 of the Loan and Security Agreement dated
    April 2, 1999 for Quality Care Pharmaceuticals, Inc. and Golden
    Pharmaceuticals, Inc., ALCO Financial Services, LLC, the Lender, hereby
    grants permission to Borrower to pay the dividends on Convertible Preferred
    Stock of the Borrower without separate consent. (The initial 6% per annum
    quarterly payment on the $1,000,000.00 - currently outstanding is due May
    31, 1999.)

    This section is waived from the document with the provision that such
    payment of such dividend or any future dividends for the Convertible
    Preferred Stock of Borrower or any future Preferred Stock dividends does not
    negatively impact the working capital of the Borrower to such a position
    that any accounts payable, the Lender's interest or principal or any other
    normal business expenses which would be handled by the company in a normal
    course of business are impaired. The Lender does agree that approval under
    this section would not be unreasonably withheld from the Borrower.

    In reference to section 6.13.3, see above, the provision for waiver would
    be the same as stated above with the exception that such payment would be
    approved prior to such transaction by the Lender. The Lender does agree that
    approval under this section would not be unreasonably withheld from the
    Borrower.

    The lender acknowledges Sale of other assets, section 6.7.1 with the
    understanding that prior to completion of such sale Lender reserves right to
    review such action and will not unreasonably withhold approval. The Lender
    acknowledges the Borrower will be forming additional LLCs, with respect to
    section 6.7.3. The Lender reserves right to review such action and will not
    unreasonably withhold approval.

    These waivers to each section are provisional that in no way such action
    under each of these sections would impair the working capital position of
    the company, decrease the value of any collateral pledge nor change the term
    or conditions of the documentation for the loan for Quality Care
    Pharmaceuticals, Inc. and Golden Pharmaceuticals, Inc. with ALCO Financial
    Services LLC.

    Sincerely yours,


    /s/ JAMES D. KENDALL

    James D. Kendall
    Senior Vice President                          
    ALCO Financial Services, LLC