Amended and Restated

                              Employment Agreement

                              of Arthur S. Goldberg



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      EMPLOYMENT AGREEMENT, effective as of August 1, 2000, by and between

HI-TECH PHARMACAL CO., INC., a Delaware corporation with offices at 369 Bayview

Avenue, Amityville, New York 11701 (the "Corporation"), and ARTHUR S. GOLDBERG,

an individual residing at 58 Peppermint Road, Commack, New York 11725 (the

Executive").



                               W I T N E S S E T H

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     WHEREAS, the Corporation desires to secure the services of the Executive

upon the terms and conditions hereinafter set forth; and



     WHEREAS, the Executive desires to render services to the Corporation upon

the terms and conditions hereinafter set forth.



     NOW, THEREFORE, the parties mutually agree as follows:





     Section 1. Employment. The Corporation hereby employs the Executive and the

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Executive hereby accepts such employment, as an executive of the Corporation,

subject to the terms and conditions set forth in this Agreement.



     Section 2.  Duties. Executive shall serve as Vice President-Finance and

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Chief Financial Officer of the Corporation and shall properly perform such

duties as may be assigned to him from time to time by the Board of Directors of

the Corporation. If requested by the Corporation, the Executive shall serve on

any committee of the Board of Directors without additional compensation. There

shall be no diminution or change in Executive's status or title without his

express written consent. During the term of this Agreement, the Executive shall

devote substantially all of his business time to the performance of his duties

hereunder unless otherwise authorized by the Board of Directors.



     Section 3. Term of Employment. The term of the Executive's employment shall

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commence as of the date hereof and shall continue until July 31, 2002.



     Section 4. Compensation of Executive.

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             4.1. Compensation. The Corporation shall pay to the Executive as

annual compensation for his services hereunder a salary ("Salary") in

an amount equal to $134,388 per annum, effective September 1, 2000.

Such annual compensation shall be adjusted annually, commencing

September 1, 2001 by the annual change in the New York City

Metropolitan Consumer Price Index or such other agreed upon

substitute, but no less than 5% per annum.







                                       1



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     4.2. Bonus. In addition to his annual Salary the Executive may receive a

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bonus ("Bonus") during each year of employment. Such Bonus shall be

determined by the Board of Directors, in its sole discretion.



     4.3. Expenses. The Corporation shall pay or reimburse the Executive for all

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reasonable and necessary business, travel or other expenses, upon

proper documentation thereof, which may be incurred by him in connection with

rendition of the services contemplated hereunder.



     4.4. Benefits. During the term of this Agreement the Executive shall be

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entitled to participate in such pension, profit sharing, group

insurance, option plans, hospitalization, and group health benefit plans and all

other benefits and plans as the Corporation provides to its senior executives.



     4.5. Discretionary Payments. Nothing herein shall preclude the Corporation

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for paying Executive such bonus or bonuses or other  compensation, as the Board

of Directors, in their discretion, may authorize from time to time.



Section 5. Termination.

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