MYLAN LABORATORIES INC
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>5
<FILENAME>debone.txt
<TEXT>
                         EXECUTIVE EMPLOYMENT AGREEMENT


         This Executive Employment Agreement (the "Agreement") is dated this
July 22, 2002, by and between Mylan Laboratories Inc. (the "Company") and Louis
J. DeBone ("Executive").

                                    RECITALS:

     WHEREAS,  the Company  wishes to employ  Executive as  President  and Chief
Operating  Officer - Elect  immediately  and as  President  and Chief  Operating
Officer effective September 1, 2002 but may be interested in utilizing Executive
in capacities  other than as President and Chief  Operating  Officer in order to
avail  itself of  Executive's  skills and  abilities  in light of the  Company's
business needs; and

     WHEREAS,  Executive is desirous of assisting the Company in whatever manner
the  Chairman,   Chief  Executive  Officer,   and/or  Board  of  Directors  deem
appropriate;

     NOW, THEREFORE,  in consideration of the promises and mutual obligations of
the parties contained herein, and for other valuable consideration,  the receipt
and  sufficiency  of which are hereby  acknowledged,  the Company and  Executive
agree as follows:

     1.  Employment of Executive.  The Company agrees to employ  Executive,  and
Executive accepts employment by the Company on the terms and conditions provided
herein.
     2. Effective Date: Term of Employment. This Agreement shall commence and be
effective  as of the date  hereof  and shall  remain in effect,  unless  earlier
terminated,  or extended or renewed, as provided in Section 8 of this Agreement,
through March 31, 2005.

     3. Executive's Compensation.  Executive's  "Compensation" shall include the
following:

          (a) Minimum  Base  Salary.  The  Executive's  minimum base salary (the
"Minimum  Base  Salary")  shall be as  follows:  for the period of July 22, 2002
through  March 31,  2003 a monthly  rate of $41,667  (or  $500,000  annualized);
$600,000 for the Company's fiscal year beginning April 1, 2003; and $750,000 for
the Company's  fiscal year beginning  April 1, 2004,  payable in accordance with
the Company's normal payroll practices for its executive  officers.  The Minimum
Base Salary may be increased from time to time at the discretion of the Board of
Directors  of the  Company  or  any  committee  thereof  having  authority  over
executive compensation.

          (b)  Annual  Bonus.   Executive  shall  be  eligible  to  receive,  as
determined by and at the  discretion of the Chief  Executive  Officer and/or the
Compensation  Committee,  an Annual  Bonus up to one hundred  percent  (100%) of
Executive's then-current Minimum Base Salary.

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          (c)  Non-Qualified  Stock  Options.  On the  effective  date  of  this
Agreement, Executive shall receive a grant of fully vested non-qualified options
to purchase up to 300,000 shares of Mylan  Laboratories  Inc. common stock under
the 1997 Mylan  Laboratories  Inc.  Incentive  Stock  Option Plan (the  "Plan").
One-third (1/3) of said grant shall be immediately  exercisable upon such grant,
and one-third  (1/3) of said grant shall be  exercisable on each of the next two
(2)  anniversaries  of the grant.  These options will be subject to all terms of
the Plan, as amended and the applicable stock option agreement.

          (d) Fringe  Benefits and Expense  Reimbursement.  The Executive  shall
receive such benefits and  perquisites  of  employment as have been  customarily
provided to the Company's  President and Chief Operating  Officer  including but
not limited to, health insurance coverage, profit-sharing,  participation in the
Company's 401(k) plan, short-term disability benefits, twenty-five (25) vacation
days,  expense  reimbursement,  and automobile usage in accordance with the plan
documents or policies that govern such  benefits.  The Company  shall  reimburse
Executive for all ordinary and necessary  business  expenses in accordance  with
established Company policy and procedures.

     4. Confidentiality. Executive recognizes and acknowledges that the business
interests  of  the  Company  and  its   subsidiaries,   parents  and  affiliates
(collectively the "Mylan Companies") require a confidential relationship between
the Company and Executive and the fullest protection and confidential  treatment
of the  financial  data,  customer  information,  supplier  information,  market
information,  marketing  and/or  promotional  techniques  and  methods,  pricing
information,  purchase information,  sales policies,  employee lists, policy and
procedure information, records, advertising information, computer records, trade
secrets, know how, plans and programs, sources of supply, and other knowledge of
the business of the Mylan Companies (all of which are hereinafter jointly termed
"Confidential  Information") which have or may in whole or in part be conceived,
learned or obtained by Executive in the course of  Executive's  employment  with
the  Company.  Accordingly,  Executive  agrees  to  keep  secret  and  treat  as
confidential  all  Confidential  Information  whether  or not  copyrightable  or
patentable,  and  agrees not to use or aid  others in  learning  of or using any
Confidential  Information  except  in the  ordinary  course of  business  and in
furtherance of the Company's interests. During the term of this Agreement and at
all times thereafter,  except insofar as is necessary disclosure consistent with
the Company's business interests:

          (a)  Executive  will  not,   directly  or  indirectly,   disclose  any
Confidential Information to anyone outside the Mylan Companies;

          (b)  Executive  will not make  copies  of or  otherwise  disclose  the
contents of documents containing or constituting Confidential Information;

          (c) As to documents which are delivered to Executive or which are made
available to him as a necessary part of the working  relationships and duties of
Executive  within  the  business  of the  Company,  Executive  will  treat  such
documents  confidentially  and will  treat such  documents  as  proprietary  and
confidential,  not to be  reproduced,  disclosed  or  used  without  appropriate
authority of the Company;

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          (d) Executive will not advise others that the information  and/or know
how included in Confidential Information is known to or used by the Company; and

          (e)  Executive  will not in any manner  disclose  or use  Confidential
Information  for Executive's own account and will not aid, assist or abet others
in the use of Confidential  Information for their account or benefit, or for the
account or benefit of any person or entity other than the Company.

               The  obligations  set forth in this  paragraph are in addition to
any other  agreements  the  Executive  may have with the Company and any and all
rights the Company may have under state or federal statutes or common law.

     5. Non-Competition and  Non-Solicitation.  Executive agrees that during the
term of this  Agreement and for a period ending two (2) years after  termination
of Executive's employment with the Company for any reason:

          (a) Executive shall not,  directly or indirectly,  whether for himself
or for any  other  person,  company,  corporation  or other  entity be or become
associated in any way (including but not limited to the association set forth in
i-vii of this subsection) with any business or organization which is directly or
indirectly  engaged  in  the  research,  development,  manufacture,  production,
marketing,  promotion  or sale of any product the same as or similar to those of
the Mylan  Companies,  or which  competes  or  intends to compete in any line of
business with the Mylan  Companies  within North  America.  Notwithstanding  the
foregoing,  Executive may during the period in which this paragraph is in effect
own stock or other  interests in  corporations  or other entities that engage in
businesses  the same or  substantially  similar to those engaged in by the Mylan
Companies,  provided that Executive does not, directly or indirectly  (including
without limitation as the result of ownership or control of another  corporation
or other entity), individually or as part of a group (as that term is defined in
Section 13 (d) of the Securities Exchange Act of 1934, as amended, and the rules
and  regulations  promulgated  thereunder)  (i)  control or have the  ability to
control the  corporation  or other entity,  (ii) provide to the  corporation  or
entity,   whether  as  an  Executive,   consultant   or  otherwise,   advice  or
consultation,  (iii) provide to the  corporation or entity any  confidential  or
proprietary  information  regarding  the Mylan  Companies or its  businesses  or
regarding  the conduct of  businesses  similar to those of the Mylan  Companies,
(iv) hold or have the right by contract or  arrangement  or  understanding  with
other  parties to hold a position on the board of directors  or other  governing
body of the  corporation  or entity or have the right by contract or arrangement
or  understanding  with other  parties to elect one or more  persons to any such
position,  (v) hold a position as an officer of the corporation or entity,  (vi)
have the purpose to change or influence the control of the corporation or entity
(other than solely by the voting of his shares or  ownership  interest) or (vii)
have a business  or other  relationship,  by  contract  or  otherwise,  with the
corporation or entity other than as a passive investor in it; provided, however,
that  Executive  may vote his shares or ownership  interest in such manner as he
chooses  provided that such action does not otherwise  violate the  prohibitions
set forth in this sentence.

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          (b) Executive  will not,  either  directly or  indirectly,  either for
himself or for any other person,  partnership,  firm,  company,  corporation  or
other entity,  contact,  solicit,  divert,  or take away any of the customers or
suppliers of the Mylan Companies.

          (c)  Executive  will not  solicit,  entice  or  otherwise  induce  any
employee of the Mylan  Companies to leave the employ of the Mylan  Companies for
any reason whatsoever;  nor will Executive directly or indirectly aid, assist or
abet any other  person or entity in  soliciting  or hiring any  employee  of the
Mylan Companies,  nor will Executive otherwise interfere with any contractual or
other business relationships between the Mylan Companies and its employees.

     6. Severability.  Should a court of competent  jurisdiction  determine that
any section or sub-section of this Agreement is unenforceable because one or all
of them are vague or overly broad, the parties agree that this Agreement may and
shall be enforced to the maximum  extent  permitted  by law. It is the intent of
the parties that each section and  sub-section  of this  Agreement be a separate
and distinct promise and that  unenforceability of any one subsection shall have
no effect on the enforceability of another.

     7.  Injunctive  Relief.  The parties agree that in the event of Executive's
violation of sections 4 and/or 5 of this Agreement or any subsection thereunder,
that the damage to the Company will be  irreparable  and that money damages will
be difficult or impossible to  ascertain.  Accordingly,  in addition to whatever
other  remedies the Company may have at law or in equity,  Executive  recognizes
and agrees that the Company shall be entitled to a temporary  restraining  order
and a temporary and permanent  injunction enjoining and prohibiting any acts not
permissible  pursuant to this  Agreement.  Executive  agrees that should  either
party seek to enforce or  determine  its rights  because of an act of  Executive
which the Company believes to be in contravention of sections 4 and/or 5 of this
Agreement or any subsection thereunder, the duration of the restrictions imposed
thereby  shall be extended  for a time period  equal to the period  necessary to
obtain judicial enforcement of the Company's rights.

     8. Termination of Employment.

          (a) Resignation. Executive may resign from employment at any time upon
ninety  (90) days  written  notice to the  Company.  During the ninety (90) days
notice period  Executive  will continue to perform duties and abide by all other
terms and  conditions of this  Agreement.  Additionally,  Executive will use his
best  efforts to effect a smooth  and  effective  transition  to  whomever  will
replace  Executive.  The Company  reserves the right to accelerate the effective
date of Executive's resignation. Except as provided in section 8(c), the Company
shall have no liability to Executive under this  subsection  other than that the
Company shall pay Executive's  wages and benefits  through the effective date of
Executive's  resignation.  Executive,  however, will continue to be bound by all
provisions of this Agreement that survive termination of employment.

          (b)  Termination  for Cause.  If the Company  desires to terminate the
Executive's  employment for Cause,  as defined  herein,  it shall give Executive
written  notice of its  belief  that acts or events  constituting  Cause  exist.
Executive  shall have the right within ninety (90) days of the Company's  giving
of such notice, (i) to cure the acts, events or conditions which

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led to such notice being given,  or (ii) to resign.  If the Executive  elects to
resign,  such  resignation  shall be deemed to be a Resignation With Good Reason
(as defined below).

               "Cause"  shall mean:  (i)  Executive's  willful  and  substantial
misconduct with respect to the Company's  business or affairs;  (ii) Executive's
gross neglect of duties, (iii) Executive's conviction of a crime involving moral
turpitude or (iv) Executive's conviction of any felony.

(c)  Resignation  With Good Reason or Termination  Without  Cause.  If Executive
provides  ninety  (90) days  notice and  resigns  with Good  Reason,  as defined
herein, and complies in all respects with his obligations  hereunder,  or if the
Company terminates Executive without Cause, then Executive shall be paid (i) his
then-current  Minimum Base Salary plus the Annual Bonus applicable for that year
for such ninety (90) day notice  period,  plus (ii) his Minimum Base Salary plus
the Annual  Bonus  determined  under this  Agreement  for twelve  (12) months in
accordance with the Company's payroll  practices.  If the Executive resigns with
Good  Reason  that  is a  Disability  and  complies  in all  respects  with  his
obligations  hereunder,  the Company will  continue to pay Executive his Minimum
Base  Salary plus Annual  Bonus under this  Agreement  for twelve (12) months in
accordance  with the  Company's  payroll  practices.  In either  case,  Employee
Benefits shall be continued during the remainder of the payment period provided,
however,  that in the  case of  health  insurance  continuation,  the  Company's
obligation  to  provide  health  insurance  benefits  shall  end at such time as
Executive, at his option,  voluntarily obtains health insurance benefits through
another employer or otherwise in connection with rendering  services for a third
party.  Executive  shall also be entitled to  exercise  immediately  one hundred
percent (100%) of all stock options  described in this Agreement in the event of
a Resignation  With Good Reason or  Termination  Without  Cause.  Executive will
continue  to  be  bound  by  all  provisions  of  this  Agreement  that  survive
termination of employment.

          "Good  Reason"  shall mean a  reduction  of  Executive's  Compensation
unless  all other  similarly  situated  senior  executives  of the  Company  are
required to accept a similar  reduction,  a relocation of Executive's  principal
place of work to a location more than thirty (30) miles from Morgantown, WV, the
Executive's  Disability (as defined herein) or a resignation pursuant to section
8 (b).

          "Disability"  means the inability to perform  normal  functions of the
positions due to mental,  physical or emotional  disability which is expected to
last more than one year.


          (d) Extension or Renewal.  The Term of  Employment  may be extended or
renewed  upon mutual  agreement of  Executive  and the  Company.  If the Term of
Employment is not extended or renewed on terms mutually  acceptable to Executive
and the  Company,  and if this  Agreement  has not been already  terminated  for
reasons stated in Section 8 (a), (b), or (c) of this Agreement,  Executive shall
be paid  severance  in an amount equal to his  then-current  Minimum Base Salary
plus the Annual Bonus  applicable  for that year in a lump sum, less  applicable
withholding,  within thirty days of termination and Executive's health insurance
benefits  shall be  continued  for twelve  (12)  months at the  Company's  cost;
provided,  however,  that in the  case of  health  insurance  continuation,  the
Company's obligation to provide health insurance benefits shall end at such time
as Executive, at his option, voluntarily obtains health insurance benefits

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through another employer or otherwise in connection with rendering services for
a third party. Executive, however, will continue to be bound by all provisions
of this Agreement that survive termination of employment.

          (e) Return of Company  Property.  Upon the  termination of Executive's
employment for any reason, Executive shall immediately return to the Company all
records,  memoranda, files, notes, papers,  correspondence,  reports, documents,
books,  diskettes,  hard drives,  electronic  files, and all copies or abstracts
thereof that Executive has concerning the Company's  business.  Executive  shall
also  immediately  return  all keys,  identification  cards or badges  and other
Company property.

          (f) No Duty to Mitigate.  There shall be no requirement on the part of
the Executive to seek other employment or otherwise mitigate damages in order to
be entitled to the full amount of any payments  and benefits to which  Executive
is otherwise  entitled  under the contract,  and the amount of such payments and
benefits  shall not be reduced  by any  compensation  or  benefits  received  by
Executive from other employment.

     9.  Indemnification.  The Company  shall  maintain D&O  liability  coverage
pursuant to which Executive shall be a covered insured.  Executive shall receive
indemnification in accordance with the Company's Bylaws in effect as of the date
of this Agreement. Such indemnification shall be contractual in nature and shall
remain in effect notwithstanding any future change to the Company's Bylaws.

     To the extent not otherwise limited by the Company's Bylaws in effect as of
the date of this  Agreement,  in the event that  Executive is made a party or is
threatened  to be  made a  party  to or is  involved  in  any  action,  suit  or
proceeding,  (including those brought by or in the right of the Company) whether
civil, criminal,  administrative or investigative  ("proceeding"),  by reason of
the fact that he is or was an officer, employee or agent of or is or was serving
the  Company  or any  subsidiary  of the  Company,  or is or was  serving at the
request of the  Company  or  another  corporation,  or of a  partnership,  joint
venture,  trust or other enterprise,  including service with respect to employee
benefit  plans,  whether the basis of such  proceeding  is alleged  action in an
official  capacity  as a  director,  officer,  employee or agent or in any other
capacity  while  serving as a director,  officer,  employee or agent,  Executive
shall be  indemnified  and held  harmless by the  Company to the fullest  extent
authorized  by law  against  all  expenses,  liabilities  and losses  (including
attorneys fees,  judgments,  fines,  ERISA excise taxes or penalties and amounts
paid or to be paid in settlement)  reasonably  incurred or suffered by Executive
in connection therewith.  Such right shall be a contract right and shall include
the right to be paid by the  Company  expenses  incurred in  defending  any such
proceeding  in advance of its final  disposition;  provided,  however,  that the
payment of such expenses  incurred by Executive in his capacity as a director or
officer  (and not in any other  capacity in which  service was or is rendered by
Executive while a director or officer, including, without limitation, service to
an employee benefit plan) in advance of the final disposition of such proceeding
will be made only upon  delivery  to the  Company  of an  undertaking,  by or on
behalf of Executive, to repay all amounts to Company so advanced if it should be
determined  ultimately  that Executive is not entitled to be  indemnified  under
this section or otherwise.

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          Promptly after receipt by Executive of notice of the  commencement  of
any  action,  suit or  proceeding  for which  Executive  may be  entitled  to be
indemnified,  Executive shall notify the Company in writing of the  commencement
thereof  (but the  failure to notify the  Company  shall not relieve it from any
liability  which it may have under this  Section 9 unless and to the extent that
it has  been  prejudiced  in a  material  respect  by such  failure  or from the
forfeiture of  substantial  rights and  defenses).  If any such action,  suit or
proceeding  is brought  against  Executive  and he  notifies  the Company of the
commencement  thereof, the Company will be entitled to participate therein, and,
to the extent it may elect by written  notice  delivered to  Executive  promptly
after  receiving  the  aforesaid  notice from  Executive,  to assume the defense
thereof with counsel reasonably satisfactory to Executive, which may be the same
counsel as counsel to the  Company.  Notwithstanding  the  foregoing,  Executive
shall  have the right to employ his own  counsel in any such case,  but the fees
and expenses of such counsel shall be at the expense of Executive unless (i) the
employment of such counsel shall have been authorized in writing by the Company,
(ii) the Company  shall not have employed  counsel  reasonably  satisfactory  to
Executive to take charge of the defense of such action within a reasonable  time
after  notice of  commencement  of the  action  or (iii)  Executive  shall  have
reasonably  concluded,  after  consultation  with counsel to  Executive,  that a
conflict of interest exists which makes  representation by counsel chosen by the
Company not  advisable  (in which case the  Company  shall not have the right to
direct  the  defense  of such  action on behalf of  Executive),  in any of which
events such fees and expenses of one  additional  counsel  shall be borne by the
Company. Anything in this Section 9 to the contrary notwithstanding, the Company
shall not be liable for any settlement of any claim or action  effected  without
its written consent.

     10. Efforts. During the Term of Employment, Executive shall: (i) devote his
full working  time and  attention to the business and affairs of the Company and
to the performance of his duties  hereunder;  (ii) serve the Company  faithfully
and to the  best of his  ability,  and use  his  best  efforts  to  promote  the
interests  of the  Company;  and (iii)  follow and  implement  the  policies and
directions of the Chief Executive Officer and Board of Directors.

     11. Amended Transition and Succession Agreement.  An Amended Transition and
Succession  Agreement that  contemplates this Agreement shall be executed by the
Executive and the Company and replace, in its entirety,  the existing Transition
and Succession Agreement. It is the intent of the Executive and the Company that
the  benefits  and  compensation  paid  under  this  Agreement  and the  Amended
Transition  and  Succession  Agreement  shall  not be  duplicated  and  that the
Executive  shall be  entitled  to the higher of the  benefits  and  compensation
payable  under this  Agreement or under the Amended  Transition  and  Succession
Agreement.

     12.  Other  Agreements.  The  rights  and  obligations  contained  in  this
Agreement  are in  addition  to and not in place of any  rights  or  obligations
contained in any other agreements between the Executive and the Company.

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     13.  Notices.  All  notices  hereunder  to the parties  hereto  shall be in
writing sent by certified mail, return receipt requested,  postage prepaid,  and
by fax, addressed to the respective parties at the following addresses:

         MYLAN:            Mylan Laboratories Inc.
                           781 Chestnut Ridge Road
                           Morgantown, West Virginia 26504-4310
                           Attention: Chairman of the Board

         With a copy to:   Mylan Laboratories Inc.
                           781 Chestnut Ridge Road
                           Morgantown, West Virginia 26504-4310
                           Attention: Chief Legal Officer


         EXECUTIVE:        Louis J. DeBone
                           917 Suncrest Place
                           Morgantown, WV  26505


                  Either party may, by written notice complying with the
requirements of this section, specify another or different person or address for
the purpose of notification hereunder. All notices shall be deemed to have been
given and received on the day a fax is sent or, if mailed only, on the third
business day following such mailing.

     14. Withholding.  All payments required to be made by the Company hereunder
to Executive or hi dependents,  beneficiaries,  or estate will be subject to the
withholding of such amounts  relating to tax and/or other payroll  deductions as
may be required by law.

     15.  Modification  and  Waiver.  This  Agreement  may  not  be  changed  or
terminated orally, nor shall any change,  termination or attempted waiver of any
of the  provisions  contained in this Agreement be binding unless in writing and
signed by the party  against whom the same is sought to be  enforced,  nor shall
this section itself by waived verbally.  This Agreement may be amended only by a
written instrument duly executed by or on behalf of the parties hereto.

     16.  Construction  of Agreement.  This  Agreement and all of its provisions
were subject to negotiation and shall not be construed more strictly against one
party  than  against  another  party  regardless  of  which  party  drafted  any
particular provision.

     17.  Successors  and Assigns.  This  Agreement  and all of its  provisions,
rights and  obligations  shall be binding  upon and inure to the  benefit of the
parties hereto and the Company's  successors and assigns.  This Agreement may be
assigned by the Company to any person,  firm or  corporation  which shall become
the owner of  substantially  all of the  assets of the  Company  or which  shall
succeed to the business of the Company; provided,  however, that in the event of
any such assignment the Company shall obtain an instrument in writing from the

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assignee in which such assignee assumes the obligations of the Company hereunder
and shall deliver an executed copy thereof to Executive. No right or interest to
or in any  payments or benefits  hereunder  shall be  assignable  by  Executive;
provided,  however,  that this provision shall not preclude him from designating
one or more  beneficiaries  to receive any amount that may be payable  after his
death  and shall  not  preclude  the legal  representative  of his  estate  from
assigning any right  hereunder to the person or persons  entitled  thereto under
his will or, in the case of intestacy, to the person or persons entitled thereto
under the laws of intestacy  applicable to his estate. The term  "beneficiaries"
as  used  in  this  Agreement   shall  mean  a  beneficiary  or  beneficiary  or
beneficiaries so designated to receive any such amount, or if no beneficiary has
been so designated,  the legal  representative  of the  Executive's  estate.  No
right,  benefit,  or  interest  hereunder,  shall be  subject  to  anticipation,
alienation, sale, assignment,  encumbrance,  charge, pledge,  hypothecation,  or
set-off  in  respect  of  any  claim,  debt,  or  obligation,  or to  execution,
attachment,  levy,  or similar  process,  or assignment by operation of law. Any
attempt,  voluntary  or  involuntary,  to effect  any  action  specified  in the
immediately  preceding  sentence shall, to the full extent  permitted by law, be
null, void, and of no effect.

     18. Choice of Law and Forum. This Agreement shall be construed and enforced
according to, and the rights and obligations of the parties shall be governed in
all respects by, the laws of the Commonwealth of Pennsylvania.  Any controversy,
dispute or claim  arising out of or relating  to this  Agreement,  or the breach
hereof,  including a claim for injunctive relief, or any claim which, in any way
arises out of or relates  to,  Executive's  employment  with the  Company or the
termination of said  employment,  including but not limited to statutory  claims
for discrimination, shall be resolved by arbitration in accordance with the then
current  rules of the American  Arbitration  Association  respecting  employment
disputes  except  that the  parties  shall be entitled to engage in all forms of
discovery  permitted  under the  Pennsylvania  Rules of Civil Procedure (as such
rules may be in effect from time to time).  The hearing of any such dispute will
be held in Pittsburgh,  Pennsylvania, and the losing party shall bear the costs,
expenses and counsel fees of such  proceeding.  Executive  and Company agree for
themselves,  their,  employees,  successors  and assigns and their  accountants,
attorneys and experts that any  arbitration  hereunder  will be held in complete
confidence  and,  without the other party's prior written  consent,  will not be
disclosed,  in whole or in part,  to any other person or entity except as may be
required by law. The decision of the arbitrator(s)  will be final and binding on
all parties.  Executive and the Company expressly consent to the jurisdiction of
any such arbitrator over them.

     19.  Headings.  The  headings of the sections of this  Agreement  have been
inserted  for  convenience  of  reference  only and shall in no way  affect  the
interpretation of any of the terms or conditions of this Agreement.
<PAGE>



     20.  Execution in  Counterparts.  This  Agreement may be executed in one or
more counterparts,  each of which shall be deemed an original,  but all of which
together shall constitute one and the same instrument.

         IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the day and year first above mentioned.


MYLAN LABORATORIES INC.                              EXECUTIVE:


By:
   -------------------------------                   -------------------------
                                                     Louis J. DeBone
Its:
    ------------------------------


</TEXT>
</DOCUMENT>
